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): October 16, 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.)
111 Airport Road, Unit 2, Warwick, Rhode Island 02889
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (401) 648-0803
PMB 712, 31566 Railroad Canyon Road, Suite 2, Canyon Lake, California 92587
(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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS
OF CERTAIN OFFICERS.
(a) On October 15, 2009, Erwin Vahlsing Jr. was appointed to
the Board of Directors of the Company. Mr. Vahlsing was appointed a
director and Chief Executive Officer pursuant to a settlement
agreement ("Agreement") entered into between the Company, Bo Linton,
and the controlling stockholders of the company (Jerry Dix and Don
Boudewyn). On October 20, 2009, the Board of Directors of the
Company appointed Mr. Vahlsing, to the positions of President,
Secretary, and Treasurer. Mr. Vahlsing will not have an employment
agreement with the Company at this time. Mr. Vahlsing received
200,000 restricted shares of Company common stock in February 2009
for consulting services for the Company.
Mr. Vahlsing, age 53, is a senior executive with strong
operational experience in manufacturing, service, and construction
industries. He is proficient in strategic planning, proven critical
decision making with cost-effective solutions and extensive
experience with hands on management of accounting and finance
departments. He has been a key management team member in the
development and presentation of focused capital raising and business
growth plans as well as the successful negotiation and integration of
six acquisitions.
Mr. Vahlsing has served as Chief Financial Officer of ICOA, Inc.
(a reporting company) of Warwick, Rhode Island from January 2001 to
May 2006 and from July 2006 to the present. This firm is a public
access wireless internet service (Wi-Fi) provider. In this position,
he executes oversight of the Finance Department including all monthly
and quarterly closings, budgeting, and SEC reporting, and serves as a
liaison with outside auditors and legal advisors regarding SEC
compliance and reporting requirements. For the period of May 2006 to
July 2006, Mr. Vahlsing served as a consultant to E&M Advertising
with regard to SEC compliance and due diligence matters.
Mr. Vahlsing received a Bachelor of Science degree in Accounting
in 1978 from University of Connecticut and an MBA degree in 1986 from
University of Rhode Island.
(b) On October 16, 2009, after the appointment of Mr. Vahlsing
to the Company's Board of Directors, Bo Linton resigned from the
position of Director and CEO of Clean Energy and Power, Inc. Mr.
Linton has received 50,000 shares of Series A convertible preferred
stock (convertible at the rate of 800 shares of common stock for each
shares of preferred stock) pursuant to the Agreement.
ITEM 8.01 OTHER EVENTS.
On October 16, 2009, the Company changed its address to: 111
Airport Road, Unit 2, Warwick, Rhode Island 02889. The new telephone
number for the Company is: (401) 648-0803.
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: October 21, 2009 By: /s/ Erwin Vahlsing, Jr.
Erwin Vahlsing, Jr., President