U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): July 17, 2009
CLEAN ENERGY AND POWER, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 0-30448 20-0420885
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
409 North Pacific Coast Highway, Suite 799, Redondo Beach, California 90277
(Address of Principal Executive Offices) Zip Code)
Registrant's telephone number, including area code: (949) 873-8071
________________________________________
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (See General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-
2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-
4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Effective on July 17, 2009, the independent accountant who
was previously engaged as the principal accountant to audit the
Company's financial statements, Squar, Milner, Peterson, Miranda &
Williamson, LLP, was dismissed. This dismissal was approved by the
Company's Board of Directors. This firm audited the Company's
financial statements for the fiscal years ended December 31, 2004,
2005, and 2006. This accountant's report on these financial
statements was modified as to uncertainty that the Company will
continue as a going concern; other than this, this accountant's report
on the financial statements for those years neither contained an
adverse opinion or a disclaimer of opinion, nor was it qualified or
modified as to audit scope or accounting principles.
During the Company's two most recent fiscal years and the
subsequent interim period preceding such dismissal, there were no
disagreements with the former accountant on any matter of accounting
principles or practices, financial statement disclosure, or auditing
scope or procedure. In addition, there were no "reportable events" as
described in Item 304(a)(1)(iv)(B)1 through 3 of Regulation S-K that
occurred within the Company's most recent fiscal year and the
subsequent interim period preceding the former accountant's dismissal.
(b) Effective on July 17, 2009, the firm of Sherb & Co., LLP was
engaged to serve as the new independent registered public accounting
firm to audit the Company's financial statements. The decision to
retain this firm was approved by the Company's Board of Directors.
During the Company's two most recent fiscal years, and the subsequent
interim period prior to engaging this firm, neither the Company (nor
someone on its behalf) consulted the newly engaged firm regarding any
matters involving (i) the application of accounting principles to a
specified transaction, (ii) the type of opinion that might be rendered
on the Company's financial statements, (iii) accounting, auditing or
financial reporting issues, or (iv) reportable events.
(c) The Company has requested Squar, Milner, Peterson, Miranda &
Williamson, LLP to respond to the Securities and Exchange Commission
regarding its agreement with the statements made by the Company in
this Form 8-K in response to Item 304(a)(1) of Regulation S-K. Such
response will be filed in an amended Form 8-K.
ITEM 8.01 OTHER EVENTS.
In a Definitive Information Statement filed with the Securities
and Exchange Commission ("SEC") on June 4, 2009, the Company
disclosed that it is delinquent in the following filings: December
31, 2007 Form 10-K, March 31, 2008 Form 10-Q, June 30, 2008 Form 10-
Q, September 30, 2008 Form 10-Q, and December 31,2008 Form 10-K. The
Company is now also delinquent in filing its March 31, 2009 Form 10-
Q. The Company has not retained a new auditor (as discussed above),
and now expects that all these delinquent filings will be made by
August 31, 2009.
SIGNATURE
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 ENERGY AND POWER, INC.
Dated: July 20, 2009 By: /s/ Bo Linton
Bo Linton, President