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 28, 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
________________________________________
(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 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 and June
30, 2009 Form 10-Q's. The Company now expects that all these
delinquent filings will be made by December 15, 2009 (instead of the
previously disclosed October 30, 2009). This and other matters are
discussed in the press release as of this date (attached as Exhibit
99 to this Form 8-K).
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits.
Exhibits included are set forth in the Exhibit Index pursuant
to Item 601of Regulation S-K.
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 28, 2009 By: /s/ Erwin Vahlsing, Jr.
Erwin Vahlsing, Jr., CEO
EXHIBIT INDEX
Number Description
99 Press release issued by the Company, dated October 28, 2009
(filed herewith).
EX-99
PRESS RELEASE
Clean Energy and Power, Inc.
Open Letter to Stockholders
October 28, 2009, Warwick, RI.--(BUSINESS WIRE)-Clean Energy and
Power, Inc. (OTCPK: KEPI) www.cleanenergyandpower.com
Dear Stockholders:
After some recent inquiries from stockholders, we would like to
provide an update regarding the current direction of the company and,
put some perspective on recent events and initiatives that were
previously disclosed.
First, our former CEO, Bo Linton resigned to pursue other
opportunities. Prior to his departure, Erwin Vahlsing, Jr. was
appointed a Director and CEO. Mr. Vahlsing has been tasked with
working to analyze, negotiate, and close on several opportunities the
Company has been pursuing, as well as bring the Company's SEC
reports current. The Company continues to pursue solid opportunities
in the area of clean energy services and alternate fuel replacement
technologies. The core objective of these opportunities is they are
either in operation, or with nominal time and effort can quickly
produce revenue. Opportunities are ranked in the terms of their net
return to the Company and include an analysis of:
1. The initial investment required
2. The speed to bring the operation on line and produce revenue
3. The opportunity to bring efficiency to the operation enhancing
income and profitability
4. Attractiveness of the opportunity to raise needed capital to
acquire and grow the acquisition
5. The ability to positively impact the market
6. Viability of the technology or operation to positively impact the
environment
We are evaluating and negotiating several opportunities, which we
will disclose as warranted.
We are planning on the update and overhaul of our website to more
effectively communicate our business, and the market as we see it.
It will also include ongoing updates of various partnerships and
agreements that we have reached.
The Company continues to work on bringing its delinquent filings
current with the SEC. The change in management has caused a delay in
the planned date of October 30, 2009 for bringing the SEC reports
current. We expect to be completed with the filings by December 15, 2009.
We will continue to provide additional updates of the acquisitions
and partnerships in the coming weeks and months.
Sincerely,
Erwin Vahlsing, Jr.
CEO
About Clean Energy and Power
The Company is focused on alternative energy opportunities. The
Company is dedicated to acquiring fully developed environmental
projects and putting them into production.
www.cleanenergyandpower.com.
Certain statements in this news release may contain forward-looking
information within the meaning of Rule 175 under the Securities Act
of 1933 and Rule 3b-6 under the Securities Exchange Act of 1934, and
are subject to the safe harbor created by those rules. All
statements, other than statements of fact, included in this release,
including, without limitation, statements regarding potential future
plans and objectives of the company, are forward-looking statements
that involve risks and uncertainties. There can be no assurance that
such statements will prove to be accurate and actual results and
future events could differ materially from those anticipated in such
statements. Technical complications that may arise could prevent the
prompt implementation of any strategically significant plan(s)
outlined above. The Company cautions that these statements are
further qualified by important factors that could cause actual
results to differ materially from those in the forward looking
statements, including, among others, the following: reduced or lack
of increase in demand for the Company's products, competitive pricing
pressures, and the level of expenses incurred in the Company's
operations. The Company undertakes no obligation to publicly update
or revise any statements in this release, whether as a result of new
information, future events or otherwise.
Contact:
Clean Energy and Power, Inc.
Erwin Vahlsing, Jr.
Tel: (401) 648-0803
Fax: (401) 648-0699
evahlsing@cleanenergyandpower.com
www.cleanenergyandpower.com