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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Kleangas Energy Technologies Inc (CE) | USOTC:KGET | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000001 | 0.00 | 01:00:00 |
KLEANGAS ENERGY TECHNOLOGIES INC.
|
(Name of small business issuer in its charter)
|
Delaware
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26-2808844
|
|
(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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3001 N. Rocky Pt. RD. Suite 200 Tampa, Florida 33771
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(Address of principal executive offices)
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(727)-364-2744
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(Issuer’s telephone number)
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Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered:
|
|
None
|
||
Securities registered pursuant to Section 12(g) of the Act:
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||
Common Stock, $0.001
|
||
(Title of Class)
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
|
o
|
Smaller reporting company
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x
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Class
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Outstanding as of August 18, 2014
|
|
Common Stock, $0.000001
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3,067,884,015
|
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Page
|
||||
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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|||||
|
|||||
PART I. FINANCIAL INFORMATION
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|||||
|
|||||
Item 1.
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Financial Statements
|
4 | |||
Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
17 | |||
Item 3.
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Qualitative and Quantitative Disclosures About Market Risk
|
28 | |||
Item 4.
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Controls and Procedures
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28 | |||
|
|||||
PART II. OTHER INFORMATION
|
|||||
|
|||||
Item 1.
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Legal Proceedings
|
30 | |||
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
30 | |||
Item 3.
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Defaults Upon Senior Securities
|
30 | |||
Item 4.
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Mine Safety Disclosure
|
30 | |||
Item 5.
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Other information
|
30 | |||
Item 6.
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Exhibits
|
30 | |||
|
|||||
SIGNATURES
|
32 |
KLEANGAS ENERGY TECHNOLOGIES, INC. AND SUBSIDIARIES
|
(A Developmental Stage Company)
|
FINANCIAL STATEMENTS
|
(unaudited)
|
JUNE 30, 2014
|
PAGE
|
||||
BALANCE SHEETS (unaudited)
|
5 | |||
STATEMENTS OF OPERATIONS (unaudited)
|
6 | |||
STATEMENTS OF CASH FLOWS (unaudited)
|
7 | |||
NOTES TO FINANCIAL STATEMENTS (unaudited)
|
8 - 16 |
June 30,
|
December 31,
|
|||||||
2014
|
2013
|
|||||||
ASSETS
|
||||||||
Current Assets:
|
||||||||
Cash
|
$ | 100,253 | $ | 406 | ||||
Prepaid expenses
|
21,000 | 21,000 | ||||||
TOTAL ASSETS
|
$ | 121,253 | $ | 21,406 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$ | 2,779,028 | $ | 1,967,915 | ||||
Other accrued expenses
|
17,801 | 17,801 | ||||||
Due to shareholder
|
7,273 | 7,260 | ||||||
Notes payable (net of debt discount)
|
110,155 | 772 | ||||||
Accrued interest - note payable shareholder
|
2,019 | 394 | ||||||
Accrued interest - note payable
|
1,019 | - | ||||||
Notes payable-related party
|
424,559 | 416,668 | ||||||
Payable to officer-second cycle
|
267,895 | - | ||||||
Payable to officer
|
200,000 | 200,000 | ||||||
Note payable
|
100,000 | 100,000 | ||||||
Total Liabilities
|
3,909,749 | 2,710,810 | ||||||
Other liabilities:
|
||||||||
Derivative liability
|
900,532 | 52,023 | ||||||
Total Liabilities
|
4,810,281 | 2,762,833 | ||||||
Stockholders' Deficit
|
||||||||
Preferred A, B, C, and D stock, par value $0.000001;
|
||||||||
1,000 shares authorized, none issued and outstanding
|
- | - | ||||||
Preferred E stock, par value $0.000001;
|
||||||||
10,000,000 shares authorized, 10,000,000 issued and outstanding
|
||||||||
at June 30, 2014 and December 31, 2013
|
10 | 10 | ||||||
Common stock, par value $0.000001; 4,989,999,000 shares authorized,
|
||||||||
3,078,561,098 and 3,047,561,098 shares issued and outstanding
|
||||||||
at June 30, 2014 and December 31, 2013, respectively
|
3,079 | 3,048 | ||||||
Additional paid in capital
|
25,062,883 | 24,914,513 | ||||||
Deficit accumulated during development stage
|
(5,382,709 | ) | (3,286,708 | ) | ||||
Accumulated deficit
|
(24,372,291 | ) | (24,372,290 | ) | ||||
Total Stockholders' Deficit
|
(4,689,028 | ) | (2,741,427 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$ | 121,253 | $ | 21,406 |
For the period
|
||||||||||||
June 24, 2010
|
||||||||||||
For the six months ended
|
(Inception) to
June 30,
|
|||||||||||
2014
|
2013
|
2014
|
||||||||||
Revenues
|
$ | 52,506 | $ | - | $ | 52,506 | ||||||
Cost of revenues
|
75,631 | - | 75,631 | |||||||||
Gross Profit
|
(23,125 | ) | - | (23,125 | ) | |||||||
Expenses:
|
||||||||||||
Selling, general and administrative
|
136,521 | - | 1,254,663 | |||||||||
Consulting
|
277,006 | 184,500 | 914,626 | |||||||||
Professional fees
|
77,408 | - | 146,158 | |||||||||
Officer payroll
|
- | - | 241,796 | |||||||||
Total Operating Expenses
|
490,935 | 184,500 | 2,557,243 | |||||||||
Operating Loss
|
(514,060 | ) | (184,500 | ) | (2,580,368 | ) | ||||||
Other Income/Expenses
|
||||||||||||
Gain from change in derivative liabilities
|
726,181 | - | 724,390 | |||||||||
Impairment loss on second cycle
|
(380,302 | ) | - | (380,302 | ) | |||||||
Interest expense-amortization of debt discount
|
(1,923,694 | ) | - | (1,933,417 | ) | |||||||
Interest expense-other
|
(4,126 | ) | (472 | ) | (405,912 | ) | ||||||
Total Other Expenses
|
(1,581,941 | ) | (472 | ) | (1,995,241 | ) | ||||||
(Loss) Income from continuing operations
|
(2,096,001 | ) | (184,972 | ) | (4,575,609 | ) | ||||||
Loss from discontinued operations
|
- | - | (17,210 | ) | ||||||||
Net (loss) income
|
$ | (2,096,001 | ) | $ | (184,972 | ) | $ | (4,592,819 | ) |
For the period
|
||||||||||||
|
June 24, 2010
|
|||||||||||
For the six months ended
June 30,
|
(Inception) to
June 30,
|
|||||||||||
2014
|
2013
|
2014
|
||||||||||
Cash flows from operating activities
|
||||||||||||
Net loss from continuing operations
|
$ | (2,096,001 | ) | $ | (184,972 | ) | $ | (4,592,819 | ) | |||
Adjustments to reconcile net loss to net cash used by operating activities:
|
||||||||||||
Loss from discontinued operations
|
- | - | 17,210 | |||||||||
Interest expense
|
(1,923,694 | ) | - | (1,913,971 | ) | |||||||
Gain from change in derivative liabilities
|
726,181 | - | 727,972 | |||||||||
Accrued expense reversal
|
- | - | 60,298 | |||||||||
Deferred liability
|
848,509 | 848,509 | ||||||||||
Merger adjustment
|
610,124 | - | 610,124 | |||||||||
Accrued interest - note payable shareholder
|
1,625 | - | 1,625 | |||||||||
Issuance of stock for services
|
13,000 | 184,500 | 453,000 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Accounts payable and accrued expenses
|
1,115,900 | - | 2,867,218 | |||||||||
Payables to officer
|
280,302 | - | 287,098 | |||||||||
Interest payable
|
2,501 | 472 | 3,723 | |||||||||
Total adjustments
|
1,674,448 | 184,972 | 3,962,806 | |||||||||
Net cash used by operating activities
|
(421,553 | ) | - | (630,013 | ) | |||||||
Cash flows from financing activities
|
||||||||||||
Proceeds from notes payable
|
521,400 | - | 521,400 | |||||||||
Proceeds from notes-related party
|
- | - | 208,460 | |||||||||
Net cash provided by financing activities
|
521,400 | - | 729,860 | |||||||||
NET INCREASE/(DECREASE) IN CASH
|
99,847 | - | 99,847 | |||||||||
CASH
|
||||||||||||
Beginning of period
|
406 | 40 | 406 | |||||||||
End of period
|
$ | 100,253 | $ | 40 | $ | 100,253 |
June 30,
|
December 31,
|
|||||||
2014
|
2013
|
|||||||
Accrued salary
|
$ | 190,000 | $ | 190,000 | ||||
Accrued rent
|
17,000 | 17,000 | ||||||
Accrued interest
|
- | - | ||||||
$ | 207,000 | $ | 207,000 |
·
|
$275,000 convertible note due twelve months after its issue date representing maximum funding up to $275,000. The initial consideration shall be $75,000 and the investor may pay additional consideration of up to $175,000, which may be funded at any time prior to the maturity date at the investor's sole discretion. The convertible note shall be interest free for ninety (90) days. In the event that the convertible note is not repaid within ninety days, the convertible note will have a one-time interest charge of 10%. The convertible note shall be convertible into shares of our common stock, which conversion price shall mean 50% multiplied by the lowest trade price in the twenty (2) trading days prior to the measurement date.
|
·
|
10% convertible promissory note in the total face value of $250,000 due January 8, 2015. The initial purchase price will be $27,500 of consideration upon execution of a note purchase agreement. Interest on any outstanding principal balance shall accrue at a rate of 10% per annum. In the event of a default, interest will accrue at the rate equal to the lower of twenty (20%) per annum or the highest rate permitted by law. The investor shall have the right, at the investor's option, at any time to convert the outstanding principal amount and Interest under the note in whole or in part. The conversion price shall be equal to the lower of $.0027 or sixty percent (60%) of the lowest trading price of our common stock during the twenty five (25) consecutive trading days prior to the date on which the investor elects to convert all or part of the note. If we are placed on “chilled” status with the Depository Trust Company, the discount will be increased by ten percent (10%) until such chill is remedied.
|
|
·
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$60,000 convertible note due twelve months after its issue date. The principal and accrued interest under the note will be convertible into shares of our common stock at a 45% discount to the lowest daily closing bid with a ten (10) look back. The note shall bear interest at 8%. Of the $60,000, $30,000 will be paid in cash upfront against delivery of the note. The remaining $30,000 shall be paid via delivery of a further $30,000 promissory note secured by $30,000 in value of assets.
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·
|
$60,000 convertible note due twelve months after its issue date. The principal and accrued interest under the note will be convertible into shares of our common stock at a 45% discount to the lowest daily closing bid with a ten (10) look back. The note shall bear interest at 8%. Of the $60,000, $30,000 will be paid in cash upfront against delivery of the note. The remaining $30,000 shall be paid via delivery of a further $30,000 promissory note secured by $30,000 in value of assets.
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·
|
$300,000 promissory note due two years after its issue date. The principal and accrued interest under the note will be convertible into shares of our common stock at the lesser of $0.0018 or 60% of the lowest trade price in the 25 trading days previous to the conversion. The note shall be interest free for the first three months and if we do not repay within the three months, a onetime interest charge of 12% shall be applied to the principal sum.
|
(a)
|
sell the shares of CI, which sale can be a public or private sale and the Secured Party shall determine the terms of any such sale in its sole discretion. The Secured Party shall be entitled to use the proceeds of the sale towards the amounts that we owe the Secured Party under the Stock Purchase Agreement. The Secured Party may add to what we owe the Secured Party the expenses of collection, sale and delivery of the shares of CI and any other expenses, including, but not limited to, reasonable attorney’s fees and disbursements, costs, broker’s commission, any and all transfer fees and taxes. We will pay the Secured Party any difference between the proceeds which the Secured Party realizes from the sale and what we owes the Secured Party. Upon each such sale the Secured Party may purchase all or any part of the collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released;
|
(b)
|
elect to continue to hold the shares of CI if the Secured Party determines that a better price may be obtained at a later date and the Secured Party will not be liable to us for any loss in value in the Shares. If the Secured Party has the right to sell the shares and has not begun to do so within ninety (90) days after our obligations under the Secured Note have been accelerated, we may demand in writing that the Secured Party proceed to sell the shares. However, the Secured Party will not be required to sell the shares if in the Secured Party’s reasonable discretion the net proceeds would not be enough to repay in full the obligations of the Company and the amounts due under the Stock Purchase Agreement;
|
(c)
|
complete, in connection with a sale, a stock power in order to transfer the shares of CI; or
|
(d)
|
terminate our right to vote the shares of CI and the Secured Party may vote such shares in its discretion. By signing the Stock Pledge Agreement, we gave the Secured Party a right and proxy to vote the shares of CI as our agent, which cannot be revoked.
|
SUMMARY COMPARISON OF OPERATING RESULTS* |
|
Six Month Period
Ended June 30,
|
|||||||
|
2014
|
2013
|
||||||
Revenues, net
|
$ | 52,506 | $ | -0- | ||||
Cost of revenues
|
75,631 | -0- | ||||||
Gross profit (loss)
|
(23,125 | ) | -0- | |||||
Total operating expenses
|
490,935 | 184,500 | ||||||
Operating Loss
|
(514,060 | ) | (184,500 | ) | ||||
Other income (expense)
|
(1,581,941 | ) | (472 | ) | ||||
Loss from Continuing Operations
|
(2,096,001 | ) | (184,972 | ) | ||||
Net income (loss)
|
$ | (2,096,001 | ) | $ | (184,972 | ) |
●
|
$275,000 convertible note due twelve months after its issue date representing maximum funding up to $275,000. The initial consideration shall be $75,000 and the investor may pay additional consideration of up to $175,000, which may be funded at any time prior to the maturity date at the investor's sole discretion. The convertible note shall be interest free for ninety (90) days. In the event that the convertible note is not repaid within ninety days, the convertible note will have a one-time interest charge of 10%. The convertible note shall be convertible into shares of our common stock, which conversion price shall mean 50% multiplied by the lowest trade price in the twenty (2) trading days prior to the measurement date.
|
●
|
10% convertible promissory note in the total face value of $250,000 due January 8, 2015. The initial purchase price will be $27,500 of consideration upon execution of a note purchase agreement. Interest on any outstanding principal balance shall accrue at a rate of 10% per annum. In the event of a default, interest will accrue at the rate equal to the lower of twenty (20%) per annum or the highest rate permitted by law. The investor shall have the right, at the investor's option, at any time to convert the outstanding principal amount and Interest under the note in whole or in part. The conversion price shall be equal to the lower of $.0027 or sixty percent (60%) of the lowest trading price of our common stock during the twenty five (25) consecutive trading days prior to the date on which the investor elects to convert all or part of the note. If we are placed on “chilled” status with the Depository Trust Company, the discount will be increased by ten percent (10%) until such chill is remedied.
|
|
●
|
$60,000 convertible note due twelve months after its issue date. The principal and accrued interest under the note will be convertible into shares of our common stock at a 45% discount to the lowest daily closing bid with a ten (10) look back. The note shall bear interest at 8%. Of the $60,000, $30,000 will be paid in cash upfront against delivery of the note. The remaining $30,000 shall be paid via delivery of a further $30,000 promissory note secured by $30,000 in value of assets.
|
●
|
$60,000 convertible note due twelve months after its issue date. The principal and accrued interest under the note will be convertible into shares of our common stock at a 45% discount to the lowest daily closing bid with a ten (10) look back. The note shall bear interest at 8%. Of the $60,000, $30,000 will be paid in cash upfront against delivery of the note. The remaining $30,000 shall be paid via delivery of a further $30,000 promissory note secured by $30,000 in value of assets.
|
●
|
$300,000 promissory note due two years after its issue date. The principal and accrued interest under the note will be convertible into shares of our common stock at the lesser of $0.0018 or 60% of the lowest trade price in the 25 trading days previous to the conversion. The note shall be interest free for the first three months and if we do not repay within the three months, a onetime interest charge of 12% shall be applied to the principal sum.
|
●
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
|
●
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and
|
●
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
·
|
Deficiencies in Segregation of Duties. Lack of proper segregation of functions, duties and responsibilities with respect to our cash and control over the disbursements related thereto due to our very limited staff, including our accounting personnel.
|
·
|
Deficiencies in the staffing of our financial accounting department. The number of qualified accounting personnel with experience in public company SEC reporting and GAAP is limited. This weakness does not enable us to maintain adequate controls over our financial accounting and reporting processes regarding the accounting for non-routine and non-systematic transactions. There is a risk that a material misstatement of the financial statements could be caused, or at least not be detected in a timely manner, by this shortage of qualified resources.
|
(a)
|
Financial Statements.
|
(b)
|
Exhibits required by Item 601.
|
Exhibit No.
|
Description
|
|
2.1
|
Agreement and Plan of Merger, dated as of August 15, 2012, by and among the Registrant, KNGS Acquisition, Inc. and Kleangas Energy Technologies, Inc. Filed as Exhibit 2.1 to the Registrant’s Registration Statement on Form S-1, File No. 333-185280.
|
|
3.1
|
Certificate of Incorporation. Filed as Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1, File No. 333-185280.
|
|
3.2
|
Certificate of Amendment re 1-for-2,000 Reverse Split. Filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1, File No. 333-185280.
|
|
3.3
|
Certificate of Designations for Series A Preferred Stock. Filed as Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1, File No. 333-185280.
|
|
3.4
|
Certificate of Amendment to Certificate of Incorporation. Filed as Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1, File No. 333-185280.
|
|
3.5
|
Certificate of Correction. Filed as Exhibit 3.5 to the Registrant’s Registration Statement on Form S-1, File No. 333-185280.
|
|
3.6
|
Certificate of Amendment related to Name Change. Filed as Exhibit 3.6 to the Registrant’s Registration Statement on Form S-1, File No. 333-185280.
|
|
3.7
|
Certificate of Merger of KNGS Acquisition, Inc. into Kleangas Energy Technologies, Inc., a Florida corporation (the Plan of Merger referred to therein is Exhibit 2.1 to the Registration Statement). Filed as Exhibit 3.8 to the Registrant’s Registration Statement on Form S-1, File No. 333-185280.
|
|
3.8 |
Certificate of Amendment to Designation for Common Stock Number and Voting Rights of the Preferred Stock Series "A", "B", "C", "D", "E" and "F", Number, Voting Rights, Conversion Rights, Qualifications, Limitations, Restrictions and Other Characteristics Filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K on July 22, 2014.
|
|
3.8
|
By-laws. Filed as Exhibit 3.8 to the Registrant’s Registration Statement on Form S-1, File No. 333-185280.
|
|
5.1
|
Opinion of Barry J. Miller, Esq. Filed as Exhibit 5.1 to the Registrant’s Registration Statement on Form S-1, File No. 333-185280.
|
|
10.1
|
Form of Stock Purchase Agreement. Filed as Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1, File No. 333-185280.
|
|
10.2
|
Form of Registration Rights Agreement. Filed as Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1, File No. 333-185280.
|
|
10.3
|
Exchange Agreement, dated as of August 15 2012, by and between Registrant and Richard S. Astrom. *
|
|
10.4
|
Promissory Note. Filed as Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1, File No. 333-185280.
|
|
10.5
|
Pledge Agreement. Filed as Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1, File No. 333-185280.
|
|
10.6
|
Private Label Agreement. Filed as Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1, File No. 333-185280.
|
|
10.7
|
Employment Agreement, dated May 31, 2012, between the Registrant and Dennis J. Klein. Filed as Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1, File No. 333-185280.
|
|
10.8
|
Employment Agreement, dated May 31, 2012, between the Registrant and William B. Wylie
|
|
10.9
|
Lease, dated May 30, 2012, between the Registrant and Dennis J. Klein. Filed as Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1, File No. 333-185280.
|
|
10.10
|
Share Exchange Agreement between the Registrant and Green Day Technologies Inc. dated November 23, 2013. Filed as Exhibit 10.01 to Registrant's Current Report on Form 8-K on November 29, 2013.
|
|
10.11
|
Sales Agency Contract dated December 27, 2013 and executed December 31, 2013 between Green Day Technologies Inc. and Peniel Trading Korea. Filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K on January 27, 2014.
|
|
10.12
|
Purchase Order dated January 28, 2014. Filed as Exhibit 10.1 to Current Report on Form 10-K on January 31, 2014.
|
|
10.13
|
Equity Purchase Agreement dated February 28, 2014 between Registrant and Premier Venture Partners LLC. Filed as Exhibit 10.1 to Current Report on Form 8-K on March 6, 2014.
|
|
10.14
|
Registration Rights Agreement dated February 28, 2014 between Registrant and Premier Venture Partners LLC. Filed as Exhibit 10.02 to Current Report on Form 8-K on March 6, 2014.
|
|
10.15 |
Stock Purchase Agreement dated July 25, 2014 between Kleangas Energy Technologies Inc. and Premier Venture Partners LLC. Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K on July 29, 2014
|
|
10.16
|
Registration Rights Agreement dated July 25, 2014 between Kleangas Energy Technologies Inc. and Premier Venture Partners LLC. Filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K on July 29, 2014
|
|
10.17
|
Stock Purchase Agreement dated July 22, 2014 among Kleangas Energy Technologies Inc., Jerry Hansen, Tracy Johnson and The PI Foundation, a non-profit Utah corporation Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K on August 7, 2014.
|
|
10.18
|
Secured Promissory Note dated July 22, 2014 among Kleangas Energy Technologies Inc., Jerry Hansen, Tracy Johnson and The PI Foundation, a non-profit Utah corporation Filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K on August 7, 2014.
|
|
10.19
|
Stock Pledge Agreement dated July 22, 2014 among Kleangas Energy Technologies Inc., Jerry Hansen, Tracy Johnson and The PI Foundation, a non-profit Utah corporation Filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K on August 7, 2014.
|
|
10.20
|
Securities Control Agreement dated July 22, 2014 among Kleangas Energy Technologies Inc., Jerry Hansen, Tracy Johnson and The PI Foundation, a non-profit Utah corporation Filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K on August 7, 2014.
|
|
10.21
|
Escrow Agreement dated July 22, 2014 among Mark E. Rinehart, as escrow agent, Terry Hansen, Tracy Johnson, The PI Foundation and Kleangas Energy Technologies Inc. Filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K on August 7, 2014.
|
21
|
List of Subsidiaries. Filed as Exhibit 21 to the Registrant’s Registration Statement on Form S-1, File No. 333-185280.
|
|
31.1
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a).
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31.2
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Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a).
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32.1
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Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350.
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32.2
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Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350.
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101.ins
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XBRL Instance Document**
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101.sch
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XBRL Taxonomy Schema**
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101.cal
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XBRL Taxonomy Calculation Linkbase**
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101.def
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XBRL Taxonomy Definition Linkbase**
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101.lab
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XBRL Taxonomy Label Linkbase**
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101.pre
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XBRL Taxonomy Presentation Linkbase**
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Kleangas Energy Technologies Inc.
a Delaware corporation
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|||
August 19, 2014
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By:
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/s/ Bo Linton
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Bo Linton
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|||
Its:
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CEO/President
(Principal Executive Officer)
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||
August 19, 2014
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By:
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/s/ Bo Linton
|
|
Bo Linton
|
|||
Its:
|
Chief Financial Officer, Secretary, Treasurer
(Principal Financial and Accounting Officer)
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1.
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I have reviewed this quarterly report on Form 10-Q of Kleangas Energy Technologies Inc.;
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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;
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3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its 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 registrants 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
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d)
|
disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
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5.
|
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 19, 2014
|
By:
|
/s/ Bo Linton
|
|
Bo Linton
|
|||
Chief Executive Officer/Principal Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Kleangas Energy 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.
|
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
|
5.
|
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 19, 2014
|
By:
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/s/ Bo Linton
|
|
Bo Linton
|
|||
Chief Financial Officer/Principal Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
August 19, 2014
|
By: | /s/ Bo Linton | |
Bo Linton | |||
|
Chief Executive Officer, President
(Principal Executive Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
August 19, 2014
|
By: | /s/ Bo Linton | |
Bo Linton | |||
|
Chief Financial Officer, Treasurer
(Principal Financial Officer)
|
1 Year Kleangas Energy Technolo... (CE) Chart |
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