10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q

 (Mark One)

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

For the quarterly period ended:  June 30, 2013

[  ] 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: 000-54392

PACIFIC CLEAN WATER TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	27-1662208
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
19800 MacArthur Blvd, Suite 371 Irvine, CA 92612 ________________________________________________________________________ (Address of principal executive offices, including zip code)

(714) 809-7881

Registrant’s telephone number, including area code:

Former name, former address and former fiscal year, if changed since list report

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files).   Yes [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act.

Large accelerated filer  [   ]   Accelerated filer [    ] Non-accelerated filer   [   ] (Do not check if smaller reporting company) Smaller reporting company  [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  No [ X ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes [  ]  No [  ]

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  As of August 8, 2013, the registrant had 300,000,000 shares of common stock issued and outstanding.

PART I – FINANCIAL INFORMATION

Item 1.   Financial Statements

Pacific Clean Water Technologies, Inc.

(Formerly Unseen Solar, Inc.)

Consolidated Balance Sheets ended June 30, 2013 and December 31, 2012

(Unaudited)

ASSETS
	March 31, 2013	December 31, 2012
Current Assets:
Cash & Equivalents	30,052	1,479
Trade Receivables	483,189	429,573
Other	4,050	5,485
Total current assets	517,291	436,537
Property, plant and equipment, net of accumulated deprecation of $112,137 and $97,506	127,679	140,325
Total Assets	644,970	576,862
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Bank overdraft	-	26,600
Accounts payable	284,544	212,379
Accrued liabilities	12,587	10,335
Line of credit	327,262	221,262
Derivative liabilities	16,900	15,618
Short term debt	53,086	37,387
Short term debt - related parties	-	4,250
Convertible debt, net of discount	69,980	37,153
Total current liabilities	764,359	564,984
Long term debt	51,569	68,008
Long term debt - related parties	-	11,451
Total Liabilities	815,928	644,443
Stockholders' deficit
Preferred stock, 20,000,000 shares authorized at par value
Of $0.0001, no shares issued and outstanding	-	-
Common stock, 500,000,000 shares authorized at par value
of $0.0001, 300,000,000 and 900,000,000 shares issued and outstanding
as of March 31, 2013 and December 31, 2012	30,000	90,000
Additional paid in capital	56,565	(3,435)
Accumulated deficit	(257,523)	(154,146)
Total shareholders' deficit	(170,958)	(67,581)
Total liabilities and shareholders' deficit	644,970	576,862

See accompanying notes to the consolidated unaudited financial statements

Pacific Clean Water Technologies, Inc.

(Formerly Unseen Solar, Inc.)

Consolidated Statements of Operations

For the Three and Six Months Ended June 30, 2013 and 2012

	Three Months Ended		Six Months Ended
	June 30, 2013	June 30, 2012	June 30, 2013	June 30, 2012
REVENUES
Total revenues	812,614	812,577	1,307,515	1,438,812
Cost of sales	450,271	530,338	791,832	948,524
Gross Profit	362,343	282,239	515,683	490,288
OPERATING EXPENSES
Selling, General, and Administrative	307,533	324,295	581,682	588,864
Depreciation and Amortization expense	5,815	4,225	11,631	8,251
Total operating expenses	313,348	328,520	593,313	597,115
Net operating loss	48,995	(46,281)	(77,630)	(106,827)
Other income (expense):
Gain (loss) on derivatives	(6,852)	-	(1,282)	24
Interest expense	(12,534)	(2,772)	(24,465)	(5,406)
Net loss before taxes	29,609	(49,053)	(103,377)	(112,209)
Income tax benefit	-	(4,585)	-	(10,459)
Net Income (Loss)	29,609	(44,468)	(103,377)	(101,750)

See accompanying notes to the consolidated unaudited financial statements

Pacific Clean Water Technologies, Inc.

(formerly Unseen Solar, Inc.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months Ended June 30,
	2013	2012
CASH FLOWS FROM OPERATIONS ACTIVITIES:
Net Income (loss)	(103,377)	(101,750)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation expense	14,631	8,251
Amortization of debt discount	12,847	-
(Gain)/Loss on derivative liability	1,282	-
Changes in operating assets and liabilities
Accounts receivable	(53,616)	(96,695)
Prepaid expenses and other current assets	1,435	(2,645)
Accounts payable	72,165	107,483
Deferred tax liability	-	(10,459)
Accrued liabilities	4,506	3,542
Cash used in operating activities	(50,127)	(92,273)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchased of fixed assets	(1,985)	(2,560)
CASH FLOWS FROM FINANCING ACTIVIES
Repayment on bank overdraft	(26,600)	-
Repayment of debt	(18,695)	(13,034)
Proceeds from convertible note	19,980	-
Net proceeds on line of credit	106,000	124,740
Cash provided by financing activities	80,685	111,706
NET INCREASE (DECREASE) IN CASH	28,573	16,873
Cash and cash equivalents, beginning of period	1,479	43,626
Cash and cash equivalents, end of period	30,052	60,499
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest	2,254	1,701
Non-cash investing and financing activities:
Cancellation of common stock	60,000	-

See accompanying notes to the consolidated unaudited financial statements

Pacific Clean Water Technologies, Inc.

Notes to Consolidated Financial Statements

For the period ended June 30, 2013

(Unaudited)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Pacific Clean Water Technologies Inc. (“we, “our”, “PCWT”, or “the Company”),  is a California corporation engaged in the business of operating water treatment programs for major manufacturers, oil and gas refiners, and the food and beverage industries.  The company institutes programs that help conserve water use, energy use, and capital equipment costs.

NOTE 2 - BASIS OF PRESENTATION

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the unaudited consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements as reported in the 2012 annual report on Form 10-K have been omitted.

NOTE 3 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.  During the six months ended June 30, 2013 the Company realized a net loss of $103,377 and had a working capital deficit of $247,068. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – DERIVATIVE LIABILITIES

During 2012, the Company issued convertible notes that were classified as derivative liabilities.  The following table summarized the changes in the derivative liabilities during the three months ended June 30, 2013:

Ending Balance as of December 31, 2012	$	15,618
Change in fair value		1,282
Ending balance as of June 30, 2013	$	16,900

NOTE 5 – DEBT

Vehicle Financing

The Company repaid $18,695 of vehicle financing debt for the six months ended June 30, 2013. Outstanding vehicle financing debt totals $88,954 and $105,395 as of June 30, 2013 and December 31, 2012, respectively.

Convertible Debt

Debt discount of $12,847 was amortized into interest expense for the six months ended June 30, 2013. For the six months ended June 30, 2013, the Company borrowed $19,980 of convertible debt. The note bears an interest of 8%, is convertible at $0.13 per share, and has a maturity date of July 1, 2013. Outstanding convertible debt totals $69,980 and $37,153, net of discount, as of June 30, 2013 and December 31, 2012, respectively.

Short Term Debt

Cancellation of common stock by a former shareholder have resulted in the reclassification of short and long term debt - related parties of $15,701 into third party debt.

NOTE 6 - LINE OF CREDIT

The Company has outstanding lines of credit with two banking institutions for totals of $250,000 and $85,000, interest rates of 5% and 6.63%, and payments  on each on cash advances due at the end of every month. Outstanding lines of credit totals $327,262 and $221,262 as of June 30, 2013 and December 31, 2012, respectively.

NOTE 7 – STOCKHOLDERS’ DEFICIT

In the six months ended June 30, 2013, 600,000 shares were cancelled for no consideration.  On April 9, 2013, the Company enacted a 3-1 forward stock split. All share issuances have been retroactively presented as if the stock split had occurred prior to any period presented.

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

The following discussion and analysis of our financial condition as of June 30, 2013. Our results of operations should be read in conjunction with our unaudited financial statements and notes thereto included elsewhere in this report and the audited financial statements and the notes thereto included in our Form 10-K for the period ended December 31, 2012.

Forward-Looking Statements

This report contains forward-looking statements that involve risk and uncertainties. We use words such as anticipate", "believe", "plan", "expect", "future", "intend", and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

RESULTS OF OPERATIONS

For the three months ended June 30, 2013 we incurred $313,348 in operating expenses, $12,534 in interest expense compared to $328,520 in operating expenses and $2,772 in interest expense for the three months ended June 30, 2012.

The following table provides selected data about our company for the period ended June 30, 2013.

Balance Sheet Data:		June 30, 2013
Total assets	$	644,970
Total liabilities	$	815,928
Total shareholders’ deficit	$	(170,958)

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance at June 30, 2013 was $30,052, with $483,189 in Trade Receivables compared to outstanding liabilities consisting of $284,544 in accounts payable and accrued liabilities, $327,262 in lines of credit, and $53,086 in loans from an unrelated party.

STOCK PURCHASE AGREEMENT WITH WESTERN WATER

On November 13, 2012, the Company closed a stock purchase transaction with Western Water Consultants, Inc., a California corporation (“Western”) and the shareholders of Western (“Selling Shareholders”) pursuant to a Stock Purchase Agreement dated August 30, 2012 (the “Agreement”) by and among the Company, Western, and the Selling Shareholders.

In accordance with the terms of Agreement, on the Closing Date, the Registrant issued an aggregate of 180,000,000 shares of its common stock to the Selling Shareholders in consideration for 100% of the issued and outstanding capital stock of Western (the “Transaction”). As a result of the Transaction, the Selling Shareholders acquired approximately 60% of our issued and outstanding common stock, Western became our wholly-owned subsidiary, and the Registrant acquired the business and operations of Western.

Western is an environmental services company engaged in the business of operating water treatment programs for major manufacturers, oil and gas refiners, and the food and beverage industries.

PLAN OF OPERATION

Western aims to provide professional services and quality products to the industrial and commercial marketplace in the southwestern portion of the United States and emerging nations. Western is committed to developing long term business relationships with its customers and employees.

Western provides to its customers:

·   Treatment programs designed to conserve energy and water.

·   Environmentally sensitive water treatment utilizing chemical and/or non-chemical programs.

·   Professional services that meet the needs of its customers.

·   Quality products and services at the lowest possible cost.

·  

As a company, Western strives to:

·   Establish an international reputation as one of the leading green water treatment companies. This will be accomplished through customer satisfaction and uncompromising professional standards.

·   Aim to increase sales at such a rate to obtain a significant market share of the specialty chemicals and services market in five (5) years.

·   Maintain profit levels that allow Western to expand and provide the resources to reach its objectives.

·   Create new distribution channels for Western, its subsidiaries, and any joint-venture partners.

·   To increase brand awareness.

·   Achieve highly appreciated value for shareholders through sustained performance.

PRODUCTS, SERVICE & DISTRIBUTION

Western provides chemical and/or non-chemical water treatment programs for the treatment of boilers, cooling systems and process systems.

Western’s primary customers are: large commercial facilities, industrial (chemical manufacturing, refineries, paper manufacturing, food processing, etc.), oil and gas drilling, oil and gas refining, mineral exploration, co-generation plants.

Western sells the following:

·   Chemicals for treatment to prevent corrosion, scale deposition, and microbiological fouling

·   Polymers for oil and water separation

·   Feed and control equipment

·   Pre-treatment equipment, such as sodium zeolite softeners, demineralizers, dealkilizers and reverse osmosis equipment

·   Laboratory and test equipment

·   Coagulants and polymers for wastewater

·   (NSF) rated potable products for water clarification

·   Silica deposit control agents oil field applications

·   Antifoams

·   Anti-scalants for reverse-osmosis membranes

·   Consulting and engineering services

Western currently sells its products and services in the southwestern portion of the United States and is looking to expand into the rest of the country and also into emerging nations.

Service is an integral part of any water treatment program and without service, the program is likely to fail. The routine service provided by Western includes running complete water analysis of all systems treated, reviewing operator logs, inspection of heat exchange equipment, analysis of deposits, and providing the training for designated customer personnel. All services are documented in writing, utilizing both service reports and written correspondence. It is the intent of Western to provide the best quality service offered by any water treatment company.

Western offers a full range of services and products tailored specifically towards individual client needs. Examples of some Western programs consist of:

·   Oil and water separation

·   Protecting heat exchange systems from corrosion

·   Water recycling and re-use

·   Wastewater deposits

·   Beta-carotine separation

·   Keeping companies compliant with Regulations Agencies

·   Keeping customers compliant with National Organic Standards

Off-Balance Sheet Arrangements

None.

Recent Accounting Pronouncements

For the three month period ended June 30, 2013, there were no accounting standards or interpretations issued that are expected to have a material impact on our financial position, operations or cash flows.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1) .

Item 4. Controls and Procedures.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have carried out an evaluation of the effectiveness of the design and operation of our Company's disclosure controls and procedures as of the end of the period covered by this quarterly report. This evaluation was carried out under the supervision and with the participation of our Company's management, including our President, Principal Executive Officer and Principal Financial Officer. Based upon that evaluation, our President, Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are not effective as of the end of the period covered by this report due to the material weaknesses described in Management's Report on Internal Control over Financial Reporting included in our annual report on Form 10-K for the year ended January 31, 2012.

There have been no significant changes in our Company's internal controls or in other factors, which could significantly affect internal controls subsequent to the date we carried out our evaluation. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our Company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our Company's reports filed under the Exchange Act is accumulated and communicated to management, including our Company's president and Principal Executive Officer as appropriate, to allow timely decisions regarding required disclosure.

There have been no changes in our internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.  Legal Proceedings

Currently, we are not a party to any pending legal proceedings responsive to this item.

Item 1A.  Risk Factors.

As a smaller reporting company, we are not required to provide the information required by this item.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3.  Defaults Upon Senior Securities.

None

Item 4.  Mine Safety Disclosures

Not applicable

Item 5.  Other Information

None

Item 6.  Exhibits

Exhibit #	Description	Form Type	Filing Date	Filed with This Report
2.1	Stock Purchase Agreement dated August 30, 2012 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed September 5, 2012)	8-K	9/5/2012
3.1(a)	Certificate of Incorporation (incorporated by referenced to the Registrant’s Registration Statement on Form S-1 filed on March 10, 2010)	S-1	3/10/2010
3.2	Bylaws (incorporated by referenced to the Registrant’s Registration Statement on Form S-1 filed on March 10, 2010)	S-1	3/10/2010
10.1	Employment Agreement – Craig McMillan, dated September 28, 2012	8-K	11/15/2012
10.2	Employment Agreement – Steve Roussin, dated September 28, 2012	8-K	11/15/2012
10.3	Regus Office Agreement Lease, dated August 4, 2012	8-K	11/15/2012
10.4	Form of Indemnification Agreement	8-K	11/15/2012
16.1	Letter of PLS CPA, a Professional Corp. dated November 13, 2012	8-K	11/15/2012
21	List of Subsidiaries – Western Water Consultants, Inc., a California corporation	8-K	11/15/2012
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended			X
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended			X
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002			X
101.INS	XBRL Instance Document			X
101.SCH	XBRL Taxonomy Extension Schema Document			X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document			X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document			X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document			X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document			X

SIGNATURES

Pursuant to the requirements 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.

PACIFIC CLEAN WATER TECHNOLOGIES, INC.

Date:  August 12, 2013	By: /s/ Craig S. McMillan
	Craig S. McMillan
	Chief Executive Officer
	Principal Executive Officer
	Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date:  August 12, 2013	By: /s/ Craig S. McMillan
	Craig S. McMillan
	Chief Executive Officer
	Principal Executive Officer
	Director
Date:   August 12, 2013	By: /s/ Steve W. Roussin
	Steve W. Roussin
	Chief Financial Officer
	Principal Financial Officer
	Principal Accounting Officer
	President
	Director

EX-31.1

Exhibit 31.1

The undersigned certify the following:

1.I have reviewed this Report on Form 10-Q of Pacific Clean Water Technologies, Inc.

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.           The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Signatures	Title	Date
/s/ Craig S. McMillian Craig S. McMillian	Chief Executive Officer Principal Executive Officer Director	August 12, 2013

EX-31.2

Exhibit 31.2

The undersigned certify the following:

1.I have reviewed this Report on Form 10-Q of Pacific Clean Water Technologies, Inc.

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.           The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Signatures	Title	Date
/s/ Steve W. Roussin Steve W. Roussin	Chief Financial Officer Principal Financial Officer Principal Accounting Officer President Director	August 12, 2013

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

1.In connection with the Quarterly Report on Form 10-Q of Pacific Clean Water Technologies, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certify the following pursuant to Section 18, U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002:

1.   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.   The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:   August 12, 2013	By: /s/ Craig S. McMillan
	Craig S. McMillan
	Chief Executive Officer
	Principal Executive Officer
	Director
Date:   August 12, 2013	By: /s/ Steve W. Roussin
	Steve W. Roussin
	Chief Financial Officer
	Principal Financial Officer
	Principal Accounting Officer
	President
	Director

XML

Debt - Convertible And Short Term Debt (Details) (USD $)	6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012
Debt - Convertible And Short Term Debt:
Debt discount amortized into interest expense	$ 12,847
Borrowed convertible debt	19,980
Note bears an interest	8.00%
Convertible at per share	$ 0.13
Outstanding convertible debt totals		37,153
Short Term Debt:
Short and long term debt - related parties	$ 15,701

XML

Consolidated Statements of Operations (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
REVENUES:
Total revenues	$ 812,614	$ 812,577	$ 1,307,515	$ 1,438,812
Cost of sales	450,271	530,338	791,832	948,524
Gross Profit	362,343	282,239	515,683	490,288
OPERATING EXPENSES
Selling, General, and Administrative	307,533	324,295	581,682	588,864
Depreciation and Amortization expense	5,815	4,225	11,631	8,251
Total operating expenses	313,348	328,520	593,313	597,115
Net operating loss	48,995	(46,281)	(77,630)	(106,827)
Other income (expense):
Gain (loss) on derivatives	(6,852)	0	(1,282)	24
Interest expense	(12,534)	(2,772)	(24,465)	(5,406)
Net loss before taxes	29,609	(49,053)	(103,377)	(112,209)
Income tax benefit	0	(4,585)	0	(10,459)
Net Income (Loss)	$ 29,609	$ (44,468)	$ (103,377)	$ (101,750)

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DEBT

6 Months Ended

Jun. 30, 2013

DEBT

DEBT

NOTE 5 – DEBT

Vehicle Financing

The Company repaid $18,695 of vehicle financing debt for the six months ended June 30, 2013. Outstanding vehicle financing debt totals $88,954 and $105,395 as of June 30, 2013 and December 31, 2012, respectively.

Convertible Debt

Debt discount of $12,847 was amortized into interest expense for the six months ended June 30, 2013. For the six months ended June 30, 2013, the Company borrowed $19,980 of convertible debt. The note bears an interest of 8%, is convertible at $0.13 per share, and has a maturity date of July 1, 2013. Outstanding convertible debt totals $69,980 and $37,153, net of discount, as of June 30, 2013 and December 31, 2012, respectively.

Short Term Debt

Cancellation of common stock by a former shareholder have resulted in the reclassification of short and long term debt - related parties of $15,701 into third party debt.

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LINE OF CREDIT (DETAILS) (USD $)	Jun. 30, 2013	Dec. 31, 2012
LINE OF CREDIT:
Outstanding lines of credit with two banking institutions for totals	$ 250,000	$ 85,000
Interest rates of	5.00%	6.63%
Outstanding lines of credit totals	$ 327,262	$ 221,262

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ORGANIZATION AND DESCRIPTION OF BUSINESS

6 Months Ended

Jun. 30, 2013

ORGANIZATION AND DESCRIPTION OF BUSINESS

ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Pacific Clean Water Technologies Inc. (“we, “our”, “PCWT”, or “the Company”),  is a California corporation engaged in the business of operating water treatment programs for major manufacturers, oil and gas refiners, and the food and beverage industries.  The company institutes programs that help conserve water use, energy use, and capital equipment costs.

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GOING CONCERN

6 Months Ended

Jun. 30, 2013

GOING CONCERN

GOING CONCERN

NOTE 3 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.  During the six months ended June 30, 2013 the Company realized a net loss of $103,377 and had a working capital deficit of $247,068. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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LINE OF CREDIT

6 Months Ended

Jun. 30, 2013

LINE OF CREDIT

LINE OF CREDIT

NOTE 6 - LINE OF CREDIT

The Company has outstanding lines of credit with two banking institutions for totals of $250,000 and $85,000, interest rates of 5% and 6.63%, and payments  on each on cash advances due at the end of every month. Outstanding lines of credit totals $327,262 and $221,262 as of June 30, 2013 and December 31, 2012, respectively.

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DERIVATIVE LIABILITIES

6 Months Ended

Jun. 30, 2013

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES

NOTE 4 – DERIVATIVE LIABILITIES

During 2012, the Company issued convertible notes that were classified as derivative liabilities.  The following table summarized the changes in the derivative liabilities during the three months ended June 30, 2013:

Ending Balance as of December 31, 2012	$	15,618
Change in fair value		1,282
Ending balance as of June 30, 2013	$	16,900

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Consolidated Balance Sheets Parentheticals (USD $)	Jun. 30, 2013	Dec. 31, 2012
Parentheticals
Property, plant and equipment, accumulated deprecation	$ 112,137	$ 97,506
Preferred Stock, Par Value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Common Stock, par value	$ 0.0001	$ 0.0001
Common Stock, Shares authorized	500,000,000	500,000,000
Common Stock, shares issued	300,000,000	900,000,000
Common Stock, shares outstanding	300,000,000	900,000,000

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GOING CONCERN (DETAILS) (USD $)	Jun. 30, 2013
GOING CONCERN {2}
Company realized a net loss	$ 103,377
working capital deficit	$ 247,068

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
CASH FLOWS FROM OPERATIONS ACTIVITIES:
Net Income (loss)	$ (103,377)	$ (101,750)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation expense	14,631	8,251
Amortization of debt discount	12,847	0
(Gain)/Loss on derivative liability	1,282	0
Changes in operating assets and liabilities
Accounts receivable	(53,616)	(96,695)
Prepaid expenses and other current assets	1,435	(2,645)
Accounts payable	72,165	107,483
Deferred tax liability	0	(10,459)
Accrued liabilities	4,506	3,542
Cash used in operating activities	(50,127)	(92,273)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchased of fixed assets	(1,985)	(2,560)
CASH FLOWS FROM FINANCING ACTIVIES
Repayment on bank overdraft	(26,600)	0
Repayment of debt	(18,695)	(13,034)
Proceeds from convertible note	19,980	0
Net proceeds on line of credit	106,000	124,740
Cash provided by financing activities	80,685	111,706
NET INCREASE (DECREASE) IN CASH	28,573	16,873
Cash and cash equivalents, beginning of period	1,479	43,626
Cash and cash equivalents, end of period	30,052	60,499
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest	2,254	1,701
Non-cash investing and financing activities:
Cancellation of common stock	$ 60,000	$ 0

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Consolidated Balance Sheets (USD $)	Jun. 30, 2013	Dec. 31, 2012
Current Assets:
Cash & Equivalents	$ 30,052	$ 1,479
Trade Receivables	483,189	429,573
Other	4,050	5,485
Total current assets	517,291	436,537
Property, plant and equipment, net of accumulated deprecation of $112,137 and $97,506	127,679	140,325
Total Assets	644,970	576,862
Current Liabilities:
Bank overdraft	0	26,600
Accounts payable	284,544	212,379
Accrued liabilities	12,587	10,335
Line of credit	327,262	221,262
Derivative liabilities	16,900	15,618
Short term debt	53,086	37,387
Short term debt - related parties	0	4,250
Convertible debt, net of discount	69,980	37,153
Total current liabilities	764,359	564,984
Long term debt	51,569	68,008
Long term debt - related parties	0	11,451
Total Liabilities	815,928	644,443
Stockholders' deficit
Preferred stock, 20,000,000 shares authorized at par value of $0.0001, no shares issued and outstanding	0	0
Common stock, 500,000,000 shares authorized at par value of $0.0001, 300,000,000 and 900,000,000 shares issued and outstanding as of June 30, 2013 and December 31, 2012	30,000	90,000
Additional paid in capital	56,565	(3,435)
Accumulated deficit	(257,523)	(154,146)
Total shareholders' deficit	(170,958)	(67,581)
Total liabilities and shareholders' deficit	$ 644,970	$ 576,862

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Summarized the changes in the derivative liabilities (Tables)

6 Months Ended

Jun. 30, 2013

Summarized the changes in the derivative liabilities

Summarized the changes in the derivative liabilities

Ending Balance as of December 31, 2012	$	15,618
Change in fair value		1,282
Ending balance as of June 30, 2013	$	16,900

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Debt - Vehicle Financing (Details) (USD $)	6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012
Debt - Vehicle Financing
Repaid Vehicle Financing	$ 18,695
Outstanding vehicle financing debt totals	$ 88,954	$ 105,395

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STOCKHOLDERS' DEFICIT

6 Months Ended

Jun. 30, 2013

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT

NOTE 7 – STOCKHOLDERS’ DEFICIT

In the six months ended June 30, 2013, 600,000 shares were cancelled for no consideration.  On April 9, 2013, the Company enacted a 3-1 forward stock split. All share issuances have been retroactively presented as if the stock split had occurred prior to any period presented.

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BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2013

BASIS OF PRESENTATION

BASIS OF PRESENTATION

NOTE 2 - BASIS OF PRESENTATION

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the unaudited consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements as reported in the 2012 annual report on Form 10-K have been omitted.

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Capital Stock Transactions (Details)	6 Months Ended
	Jun. 30, 2013
Capital Stock Transactions:
Shares were cancelled for no consideration	600,000

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Changes in the derivative (Details) (Changes in the derivative liabilities, USD $)	Changes in the derivative liabilities USD ($)
Beginning Balance at Dec. 31, 2012	$ 15,618
Change in fair value	1,282
Beginning Balance at Jun. 30, 2013	$ 16,900

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Document and Entity Information	6 Months Ended
	Jun. 30, 2013
Document and Entity Information
Entity Registrant Name	Pacific Clean Water Technologies, Inc.
Document Type	10-Q
Document Period End Date	Jun. 30, 2013
Amendment Flag	false
Entity Central Index Key	0001482073
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	300,000,000
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2