UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

xS QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2013

~~For~~£ ~~the~~TRANSITION ~~quarterly~~REPORT ~~period~~UNDER ~~ended~~SECTION ~~December 31,~~13 ~~2012~~OR 15(d) OF THE EXCHANGE ACT

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

Commission File Number: 000-254888

SUSTAINABLE ENVIRONMENTAL TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

California		33-0230641
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2345 W. Foothill Blvd., Suite 12, Upland, CA		91786
2345 W. Foothill, Suite 12, Upland, CA		91786
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number: (801) 810-9888

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer o	Accelerated filer o

Non-accelerated filer o (Do not check if a 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). Yes o No x

As of ~~February~~August 1813, 2013, there were 1765,~~120~~570,~~358~~ 296 shares of the registrant’s common stock issued ~~and~~ and outstanding.

INDEX

		Page
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	F-1
	Consolidated Balance Sheets – December 31, 2012 and March 31, 2012	F-1
	Consolidated Balance Sheets for June 30, 2013 and March 31, 2013	F-1
	Consolidated Statements of Operations For the Three and Nine Months Ended December 31, 2012 and 2011	F-2
	Consolidated Statements of Income For the Three Months Ended June 30, 2013 and 2012	F-2
	Consolidated Statements of Cash Flows For the Nine Months Ended December 31, 2012 and 2011	F-3
	Consolidated Statement of Stockholders’ Equity For the Three Months Ended June 30, 2013	F-3
	Notes to Consolidated Financial Statements	F-4
	Consolidated Statements of Cash Flows For the Three Months Ended June 30, 2013 and 2012	F-4
	Notes to Consolidated Financial Statements	F-5 -- F-12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	64
Item 4.	Controls and Procedures	65
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	75
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	75
Item 3.	Defaults Upon Senior Securities	75
Item 4.	Mine Safety Disclosures	75
Item 5.	Other Information	75
Item 6.	Exhibits	86
~~Signatures~~	Signatures	97

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

All statements contained in this Quarterly Report on Form 10-Q, other than statements of historical facts, that address future activities, events or developments are forward-looking statements, including, but not limited to, statements containing the words "believe", "anticipate", "expect" and words of similar import. These statements are based on certain assumptions and analyses made by us in light of our experience and our assessment of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. However, whether actual results will conform to the expectations and predictions of management is subject to a number of risks and uncertainties that may cause actual results to differ materially. Consequently, all of the forward-looking statements made in this Quarterly Report on Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results anticipated by management will be realized or, even if substantially realized, that they will have the expected consequences to or effects on our business operations. These forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

The safe harbors of forward-looking statements provided by Section 21E of the Securities Exchange Act of 1934 are unavailable to issuers of penny stock. Our shares may be considered penny stock and such safe harbors set forth under the Private Securities Litigation Reform Act of 1995 may not be available to us.

The following discussion should be read in conjunction with the historical financial statements and related notes thereto of our Annual Report on Form 10-K for the fiscal year ended March 31, ~~2012~~2013.

As used in this Quarterly Report on Form 10-Q, unless the context requires otherwise, "we", "us" or the "Company" or ~~SETS, or~~ “SET Corp.” means Sustainable Environmental Technologies Corporation, a California corporation, and its divisions and subsidiaries.

PART I – FINANCIAL INFORMATION

~~ITEM~~Item 1. Financial Statements.

SUSTAINABLE ENVIRONMENTAL TECHNOLOGIES CORPORATION

CONSOLIDATED BALANCE SHEETS

(unaudited)

	As of December 31,			As of March 31,
	As of June 30,			As of March 31,
	2012			2012
	2013			2013
Assets
Assets (Note 6)
Current assets:
Cash and cash equivalents	$	~~104~~203,~~008~~014		$	163,~~913,727~~767
Accounts receivable, net of allowance for doubtful accounts of $6,000 and $6,000, respectively		~~361~~398,~~495~~969			~~300~~428,~~112~~853
Prepaids and other current assets		~~114~~319,~~585~~164			3951,~~383~~870
Deferred tax assets		~~117~~42,~~126~~279			~~117~~42,~~126~~279
Total current assets		~~697~~963,~~214~~426			2586,~~370,348~~769
Property and equipment, net		89,~~816~~825,~~948~~380			29,~~153~~937,~~374~~616
Other assets		80170,~~230~~742			~~699~~110,~~950~~742
Intangible assets, net		~~219~~94,~~201~~033			~~248~~101,~~443~~248
Goodwill		66,188			66,188
Deferred tax assets, long-term		~~976~~512,~~964~~681			1512,~~116,964~~681
Total Assets	$	1011,~~856~~632,~~745~~450		$	611,~~655~~315,~~267~~244
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	21,~~488~~452,~~897~~354		$	~~284~~3,~~488~~346,572
Accrued salaries, wages, and related party consulting fees		9644,~~753~~250			~~134~~71,~~235~~010
Accrued liabilities		~~143~~281,~~443~~865			~~178~~263,~~086~~962
Income taxes payable		67,200			59,200
Notes payable		77,589			61,877
Related party convertible notes payable, net of discount of $85,949 and $109,318, respectively		282,930			246,012
Total current liabilities		1,856,058			3,743,421
Notes payable		77,415			124,577
Related party convertible notes payable, long-term, net of discount of $0 and $134,082, respectively		–			1,170,584
Total current liabilities		3,156,638			1,026,598
Related party notes payable		–			2,300,000
Related party convertible notes payable, long-term, net of discount of $72,494 and $133,992, respectively		863,293			1,080,172
Other long-term liabilities		37,457			112,548
Notes payable - related party		2,000,000			–
Total liabilities		1,893,515			7,326,553
Warrant liability		–			119,846
Commitments and Contingencies (Note 9)
Asset retirement obligation		9,900			9,900
Stockholders' Equity:
Total liabilities		6,029,831			2,236,516
Preferred stock, $0.001 par value, 10,000,000 shares authorized; 4,582,827 issued at June 30, 2013 and March 31, 2013, none outstanding		–			–
Commitments and Contingencies
Common stock, $0.001 par value, 100,000,000 shares authorized; 65,551,546 and 17,120,358 issued and outstanding at June 30, 2013 and March 31, 2013, respectively		65,553			17,121
SETS Stockholders' Equity:
Additional paid-in capital		16,767,036			7,259,074
Preferred stock, $0.001 par value, 10,000,000 shares authorized; 4,582,827 issued at December 31, 2012 and March 31, 2012, none outstanding		–			–
Accumulated deficit		(7,093,654	)		(3,287,504	)
Common stock, $0.001 par value, 100,000,000 shares authorized;17,082,858 and 16,458,524 issued and outstanding at December 31, 2012 and March 31, 2012, respectively		17,083			16,458
Total stockholders' equity		9,738,935			3,988,691
Additional paid-in capital		7,201,695			6,414,670
Total Liabilities and Stockholders' Equity	$	11,632,450		$	11,315,244
Accumulated deficit		(2,380,938	)		(2,012,377	)
Total SETS stockholders' equity		4,837,840			4,418,751
Noncontrolling interests		(10,926	)		–
Total stockholders' equity		4,826,914			4,418,751
Total Liabilities and Stockholders' Equity	$	10,856,745		$	6,655,267

The accompanying notes are an integral part of these consolidated financial statements.

F-1

SUSTAINABLE ENVIRONMENTAL TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	For the Three Months Ended December 31,						For the Nine Months Ended December 31,
	For the Three Months Ended June 30,
	2012			2011			2012			2011
	2013			2012
Revenues:
Water processing	$	~~777~~515,~~216~~292		$	~~804~~795,~~999~~034		$	~~2,369,617~~		$	~~2,665,154~~
Reclaimed oil		~~113~~52,~~262~~305			~~131~~188,~~160~~171			~~403,557~~			~~615,710~~
Total revenues		~~890~~567,~~478~~597			~~936~~983,~~159~~205			~~2,773,174~~			~~3,280,864~~
Cost of revenues:
Water processing		~~346~~533,~~621~~860			~~372~~237,~~405~~668			~~844,686~~			~~1,086,319~~
Reclaimed oil		5032,~~588~~991			40,~~883~~246			~~133,865~~			~~187,281~~
Total cost of revenues		~~397~~566,~~209~~851			~~413~~277,~~288~~914			~~978,551~~			~~1,273,600~~
Gross profit		~~493,269~~746			~~522~~705,~~871~~291			~~1,794,623~~			~~2,007,264~~
Operating expenses:
General and administrative		~~836~~436,~~445~~880			~~492~~688,~~654~~568			~~2,054,293~~			~~1,292,394~~
Research and development		–			26,148			–			125,292
Total operating expenses		436,880			688,568
Total operating expenses		836,445			518,802			2,054,293			1,417,686
Operating income (loss)		(436,134	)		16,723
Operating income (loss)		(343,176	)		4,069			(259,670	)		589,578
Other income (expense):
Other income (expense):
Interest income		37			601
Interest income		138			82			1,492			110
Interest expense		(3,367,653	)		(54,959	)
Interest expense		(47,285	)		(70,089	)		(153,292	)		(230,571	)
Change in fair value of derivative liability		–			85,149
Change in fair value of derivative liability		4,437			228,018			119,846			55,149
Other, net		–			15,444
Other, net		48,031			(32,234	)		63,475			25,703
Total other income (expense), net		(3,367,616	)		46,235
Total other income (expense), net		5,321			125,777			31,521			(149,609	)
Income (loss) before provision for income taxes		(3,803,750	)		62,958
Income (loss) before provision for income taxes		(337,855	)		129,846			(228,149	)		439,969
Provision for income taxes		2,400			58,000
Provision for income taxes		13,338			7,000			151,338			7,000
Net income (loss) from continuing operations		(3,806,150	)		4,958
Net income (loss) from continuing operations		(351,193	)		122,846			(379,487	)		432,969
Net income from discontinued operations		–			–
Net income (loss) from discontinued operations		–			–			–			(194	)
Net income (loss)	$	(3,806,150	)	$	4,958
Net income (loss) including noncontrolling interests	$	(351,193	)	$	122,846		$	(379,487	)	$	432,775
Basic and diluted net income (loss) availabe to common shareholders
Less: Net loss from noncontrolling interests		10,926			–			10,926			–
Continuing operations	$	(0.08	)	$	0.00
Net income (loss) attributable to SETS	$	(340,267	)	$	122,846		$	(368,561	)	$	432,775
Discontinued operations	$	–		$	–
Basic and diluted net income (loss) per share:
Net income (loss)	$	(0.08	)	$	0.00
Continuing operations	$	(0.02	)	$	0.01		$	(0.02	)	$	0.03
Diluted net income (loss) available to common stockholders:
Discontinued operations	$	–			–		$	–		$	(0.00	)
Continuing operations	$	(0.08	)	$	–
Net income (loss)	$	(0.02	)	$	0.01		$	(0.02	)	$	0.03
Discontinued operations	$	–		$	–
Weighted average shares - basic		16,898,363			14,780,849			16,740,456			14,686,259
Net income (loss)	$	(0.08	)	$	–
Weighted average shares - diluted		16,898,363			16,626,966			16,740,456			16,560,634
Weighted average shares - basic		48,543,111			16,524,884
Weighted average shares - diluted		48,543,111			18,419,374

The accompanying notes are an integral part of these consolidated financial statements.

F-2

SUSTAINABLE ENVIRONMENTAL TECHNOLOGIES CORPORATION

CONSOLIDATED ~~STATEMENTS~~STATEMENT OF ~~CASH FLOWS~~STOCKHOLDERS’ EQUITY

(unaudited)

	For the Nine Months Ended December 31,
	Common Stock						Additional Paid-in		Accumulated			Total Stockholders'
	2012			2011
	Shares			Amount			Capital		Deficit			Equity
Cash flows from operating activities:
Balances - March 31, 2013		17,120,358		$	17,121		$	7,259,074	$	(3,287,504	)	$	3,988,691
Net income (loss) including noncontrolling interest	$	(379,487	)	$	432,775
Stock issued for cash		15,384,615			15,385			1,984,615		–			2,000,000
Adjustments to reconcile net income (loss) including noncontrolling interest to net cash provided by operating activities:
Common stock issued to related parties for services		18,750			19			24,356		–			24,375
Amortization of debt discounts related to beneficial conversion features and warrants		84,867			111,463
Conversion of related party note payable - Metropolitan Real Estate LLC		10,258,592			10,259			1,323,358		–			1,333,617
Deferred income tax provision		140,000			–
Conversion of related party note payable - Horst Geicke		4,615,385			4,615			918,462		–			923,077
Loss on disposal of assets		27,820			6,534
Conversion of related party note payable - Bridgwell Worldwide Limited		18,153,846			18,154			5,246,461		–			5,264,615
Change in fair value of derivative liabilities		(119,846	)		(55,149	)
Stock-based compensation		–			–			10,710		–			10,710
Depreciation and amortization		237,412			147,082
Net loss		–			–			–		(3,806,150	)		(3,806,150	)
Stock-based compensation		787,650			413,694
Balances - June 30, 2013		65,551,546		$	65,553		$	16,767,036	$	(7,093,654	)	$	9,738,935
Gain on settlement and extinguishment of accounts payable		(97,704	)		(59,732	)
Change in operating assets and liabilities:
Accounts receivable		(61,383	)		(128,015	)
Prepaid expenses		544,518			(54,433	)
Accounts payable		61,625			(94,874	)
Accrued liabilities		(17,587	)		(119,295	)
Income taxes payable		8,000			(25,023	)
Net cash provided by operating activities		1,215,885			575,027
Cash flows from investing activities:
Purchase of property and equipment		(4,713,614	)		(279,056	)
Net cash used in investing activities		(4,713,614	)		(279,056	)
Cash flows from financing activities:
Proceeds from sale of common stock		–			500,000
Proceeds from related party note payable		2,000,000			–
Repurchase of common stock		–			(3,830	)
Repurchase of stock options		–			(8,000	)
Payments on related party convertible note payable		(264,828	)		(198,408	)
Payments on notes payable		(47,162	)		(114,440	)
Net cash provided by financing activities		1,688,010			175,322
Net increase (decrease) in cash		(1,809,719	)		471,293
Cash - beginning of period		1,913,727			105,260
Cash - ending of period	$	104,008		$	576,553
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	62,322		$	82,077
Income taxes	$	3,338		$	25,023
Non-cash investing and financing activities:
Purchase of property and equipment in accounts payable	$	2,185,950		$	–
Issuance of common stock in settlement of accounts payable and accrued liabilities	$	–		$	10,100
Issuance of convertible note, common stock, and warrants for cost investment and pending patents	$	–		$	140,000

The accompanying notes are an integral ~~part~~ part of these consolidated financial statements.

F-3

SUSTAINABLE ENVIRONMENTAL TECHNOLOGIES CORPORATION

~~NOTES~~CONSOLIDATED TOSTATEMENTS ~~CONSOLIDATED~~OF ~~FINANCIAL~~CASH ~~STATEMENTS~~FLOWS

(unaudited)

Note 1 – Organization, History and Significant Accounting Policies and Procedures

	For the Three Months Ended June 30,
	2013			2012
Cash flows from operating activities:
Net income (loss)	$	(3,806,150	)	$	4,958
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Amortization of debt discounts related to beneficial conversion features and warrants		134,082			30,184
Fair value of stock issued in excess of notes payable converted		3,227,692			–
Deferred income tax provision (benefit)		–			50,000
Loss on disposal of assets		–			27,820
Change in fair value of derivative liabilities		–			(85,149	)
Depreciation and amortization		157,224			53,904
Stock-based compensation		35,085			259,919
Gain on settlement and extinguishment of accounts payable		–			(43,165	)
Change in operating assets and liabilities:					–
Accounts receivable		29,884			(80,173	)
Prepaid expenses		43,999			(5,280	)
Accounts payable		(1,756,149	)		(55,693	)
Accrued liabilities		(4,997	)		(92,274	)
Income taxes payable		–			8,000
Net cash provided by (used in) operating activities		(1,939,330	)		73,051

Cash flows from investing activities:
Purchase of property and equipment		(165,842	)		(726,283	)
Other assets		(60,000	)		–
Net cash used in investing activities		(225,842	)		(726,283	)

Cash flows from financing activities:
Proceeds from sale of common stock		1,750,000			–
Proceeds from related party notes payable		600,000			–
Payments on related party convertible note payable		–			(87,177	)
Payments on notes payable		(45,581	)		(41,418	)
Net cash provided by (used in) financing activities		2,304,419			(128,595	)

Net increase (decrease) in cash		139,247			(781,827	)
Cash - beginning of period		63,767			1,913,727
Cash - ending of period	$	203,014		$	1,131,900

Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	3,860		$	22,755
Income taxes	$	2,400		$	–

Non-cash investing and financing activities:
Issuance of common stock in connection with convertible debt and accrued interest	$	4,293,617		$	–
Purchase of equipment with note payable	$	–		$	275,087
Subscription receivable	$	250,000		$	–

~~Organization~~The ~~and~~accompanying ~~History~~notes are an integral part of these consolidated financial statements.

Sustainable Environmental Technologies Corporation (the “Company” or “SETS” or “SET Corp”) is a company dedicated to responsible resource utilization through the strategic balance of environmental, societal and economic growth. SET Corp is setting the standard for responsible principles of sustainable development. These steadfast values are evident through patented technologies and strategic acquisitions, which solve environmental issues with an economic advantage. SET Corp limits their customer’s environmental impact while conserving valuable and diminishing resources that are essential to future generations.F-4

~~Current~~SUSTAINABLE ~~and~~ENVIRONMENTAL ~~future services include, and~~TECHNOLOGIES are expected to include innovative eco-technologies that provide patented treatment, recovery, reclamation and re-injection services for produced water (associated with the oil and gas industry) and complete sustainable energy solutions that bridge the gap between existing energy inefficient buildings and the sustainable development and design needs of tomorrow.CORPORATION

InNOTES ~~addition~~TO toCONSOLIDATED ~~these~~FINANCIAL areas of expertise, SET Corp provides customized services that include design, construction management, operation and maintenance services, and equipment manufacturing for industrial and municipal sectors. With strategic partnerships, through prominent global manufacturers and distributors, SET Corp has access to a worldwide sales and distribution network. Currently, our revenues are derived within the United States; however, we intend to also conduct future business in the Australia/Asia region through certain pending patents purchased from World Environmental Solutions Pty Ltd ("WES").STATEMENTS

~~On September 17, 2012, SET Corp entered into an Asset Purchase Agreement and amendments thereto with PWCO, LLC, a Colorado limited liability company~~ (~~“PWCO”~~unaudited). In connection with the Asset Purchase Agreement, SETS transfered non-operational assets related to the Class II salt water disposal wells in Cartwright, North Dakota (the “Cartwright Well”) and Williston, North Dakota (the “Williston Well”) land leases in connection thereto, the Centerline salt water disposal “SWD” System and certain liabilities incurred for such in exchange for 35% of the total ownership of PWCO (collectively the “Project Finance Transaction(s)”). The final capitalization structure of PWCO would be 35% to SET Corp, 10% to Keith Morlock, 5% to Robert Glaser, 5% to Bridgewell Worldwide Limited, and 45% would be held in PWCO’s treasury for a pending $6.0 million investment by Cancen Private Co. or another qualified investor(s). As of December 21, 2012, the shareholders of SET Corp have approved the Asset Purchase Agreement, Amendment No. 1 to the Asset Purchase Agreement and the Project Finance Transaction.

~~The~~Note ~~$6.0~~1 – ~~million in capital which is anticipated to be raised for the Project Finance Transaction from Cancen Oil Processors~~Organization, ~~Inc.,~~History a corporation formed under the laws of Alberta, Cananda, or another qualified investor, has not yet been funded. Thus, the accounting method SET Corp expects after the funding of the Project Finance Transaction will be accounted for under the equity method as SET Corp will hold a 35% ownership in PWCO and ~~have significant influence over that entity. However, because such funding has not been~~Significant ~~raised,~~Accounting ~~the~~Policies ~~assets, liabilities,~~ and 64% of the operating results of PWCO have been consolidated into the financial statements. Thus, after the Project Finance Transaction has been funded, the net fair value of the assets, less liabilities transferred, will be recorded as SET Corp's investment in PWCO. Currently, the cost of the assets and liabilities of the items expected to transfer represents fair value. The Company will record its share of gains and losses of PWCO venture through the statement of operations. As of December 31, 2012, SET Corp had an economic interest of 64% in PWCO. The remaining parties’ equity interest is reflected as noncontrolling interests in the Company’s consolidated financial statements outside of SETS equity. During the three months ended December 31, 2012 and 2011 and nine months ended December 31, 2012 and 2011, the Company recognized the noncontrolling interests of $10,926, $0, $10,926, and $0, respectively.Procedures

~~F-4~~Organization and History

~~Note~~Sustainable ~~2 –~~Environmental ~~Accounting~~Technologies Corporation ~~Policies~~(the “Company” or “SETS” or “SET Corp”) is a company dedicated to responsible resource utilization through the strategic balance of environmental, societal and ~~Basis~~economic growth. SET Corp is setting the standard for responsible principles of ~~Presentation~~sustainable development. These steadfast values are evident through patented technologies and strategic acquisitions, which solve environmental issues with an economic advantage. SET Corp limits their customer’s environmental impact while conserving valuable and diminishing resources that are essential to future generations.

~~The~~Current ~~consolidated~~and ~~financial~~future ~~statements~~services ~~included herein~~include, ~~presented in accordance with United States generally accepted accounting principles~~ and are ~~stated~~expected into USinclude ~~dollars,~~innovative ~~have~~eco-technologies ~~been prepared~~that byprovide ~~the~~patented ~~Company~~treatment, ~~without audit~~recovery, ~~pursuant~~reclamation toand ~~the~~re-injection ~~rules~~services for ~~and~~produced ~~regulations~~water of(associated with the ~~Securities~~oil and ~~Exchange~~gas ~~Commission (“SEC”~~industry)~~. Certain~~ ~~information~~ and ~~footnote~~complete ~~disclosures~~sustainable ~~normally~~energy ~~included~~solutions inthat ~~financial~~bridge ~~statements~~the ~~prepared~~gap ~~in accordance with generally accepted~~between ~~accounting~~existing ~~principles~~energy ~~have~~inefficient ~~been~~buildings ~~condensed or omitted pursuant to such rules~~ and ~~regulations, although~~ the ~~Company~~sustainable ~~believes~~development ~~that the~~and ~~disclosures~~design ~~are~~needs ~~adequate~~of ~~to make the information presented not misleading~~tomorrow.

~~These~~In ~~statements~~addition ~~reflect~~to ~~all~~these ~~adjustments, consisting~~areas of ~~normal recurring adjustments~~expertise, ~~which, in the opinion of management, are necessary for fair presentation of the information~~ ~~contained therein. It is suggested that these consolidated interim financial statements be read in conjunction with the consolidated financial statements and notes thereto for~~ SET Corp ~~for~~provides ~~the~~customized ~~year~~services ~~ended~~that ~~March~~include 31design, ~~2012~~construction ~~included~~management, inoperation ~~SET Corp’s Annual Report on Form 10-K. The consolidated financial statements for the three~~ and ~~nine~~maintenance ~~months ended December 31~~services, ~~2012~~and ~~are not necessarily indicative~~equipment ofmanufacturing ~~the results expected~~ for ~~the~~industrial ~~full~~and ~~year~~municipal sectors.

Management’s Plans

As shown in the accompanying consolidated financial statements, during the ~~nine~~three months ended ~~December~~June 3130, ~~2012~~2013, ~~the~~we ~~Company~~ incurred an operating loss before income taxes of $~~228~~3,~~149~~803,750. As of ~~December~~June 3130, ~~2012~~2013, we had a working capital deficit of $2892,~~459,424~~632. In addition, ~~the~~ ~~Company’s~~ operations are primarily concentrated with ~~one~~three ~~customer~~customers, one which represented 8348%, ofone ~~total~~which ~~revenues~~represented ~~during~~20%, ~~the~~and one ~~nine~~which ~~months~~represented ~~ended~~12% ~~December~~of ~~31,~~total ~~2012~~revenues. During the ~~nine~~three months ended ~~December~~June 3130, ~~2012~~2013, ~~the~~we ~~Company~~used ~~generated positive~~ cash flows ~~from~~in operations of $1,~~215~~939,~~885~~330. The net loss during the three months ended June 30, ~~largely~~2013 was primarily due to ~~$2,488,897~~a 42% decrease in ~~accounts~~revenue ~~payable~~due to a 29% decrease in sales with our majority water processing customer. During the ~~nine~~three months ended ~~December~~June 3130, ~~2012~~ 2013, ~~the~~we ~~Company~~ funded operations through cash flows generated from the ~~Pro~~ProWater ~~Water~~ segment and sales of common stock. In fiscal 2014, ~~the~~we ~~Company intends~~intend to fund operations and pay down liabilities through cash on hand and the positive cash flow being generated by the Pro Water segment. In addition, we intend to continue to negotiate the settlement of liabilities. The Company ~~intends~~has toconverted ~~pay~~over $3,600,000 ~~down~~of ~~accounts~~debt ~~payable~~into ~~once~~stock ~~capital~~and isits ~~raised~~majority ~~for~~shareholder ~~the~~has ~~project~~committed to $2,600,000 in a stock purchase agreement of which ~~finance~~$2,600,000 ~~transaction~~has been received and ~~negotiate~~has ~~the~~been ~~settlement~~used ofto ~~liabilities~~decrease ProWater Colorado payables from approximately $3,000,000 to $1,100,000.

~~PWCO~~If ~~has~~current ~~since~~and ~~facilitated~~projected ~~the~~revenue growth ~~completion~~does ofnot ~~the~~meet ~~Cartwright~~Management ~~Well~~estimates, ~~project~~the byManagement ~~funding~~may ~~the~~choose ~~ongoing~~to ~~construction~~raise asadditional ~~per~~capital ~~the~~through ~~APA~~debt asand/or ~~noted~~equity ~~above. Therefore~~transactions, to ~~finance~~renegotiate ~~the~~current ~~Projects,~~convertible indebt ~~September of 2012~~obligations, ~~PWCO~~reduce ~~entered~~certain ~~into~~overhead acosts ~~revolving~~through ~~loan~~the ~~agreement~~deferral ~~with~~of ~~Bridgewell~~salaries ~~Worldwide~~and ~~Limited~~other inmeans, ~~the~~and ~~amount~~settle ofliabilities ~~$2,000,000~~through negotiation. ~~The~~Currently, ~~Cartwright~~we ~~Well~~cannot ~~became~~provide ~~operational~~assurance inthat ~~November~~such ~~2012.~~financing ~~The~~will ~~Cartwright~~be ~~Well~~available ~~project~~to isus on infavorable aterms, ~~soft startup~~or ~~mode~~at ~~with~~all. ~~production~~If, ~~ramping~~after uputilizing ~~over~~ the ~~next~~existing ~~few~~sources ~~months.~~of ~~Site~~capital ~~preparation~~available ~~and~~to ~~construction~~us, offurther ~~the~~capital ~~Williston~~needs ~~Well~~are ~~pad~~identified and ~~foundations~~if ~~with~~we ~~the~~are ~~expectation~~not ofsuccessful ~~the~~in ~~module~~obtaining ~~system~~the financing, ~~which~~we ~~utilizes~~may ~~the~~be ~~Centerline~~forced ~~SWD~~to ~~technology,~~curtail ~~shall~~our ~~arrive~~existing ~~in early~~or ~~summer~~planned ~~2013~~future operations. We ~~Therefore,~~believe ~~the~~our ~~Williston~~plans ~~Well~~will ~~project~~enable ~~should~~us beto ~~online~~continue ~~30-60~~for ~~days~~a ~~after~~period ~~the~~in ~~module~~excess ~~system~~of ~~utilizing~~one year from the ~~Centerline~~ ~~SWD~~date ~~technology~~of ~~arrives~~the ~~on-site.~~most ~~PWCO~~recent ~~plans~~balance tosheet. The ~~secure~~Company ~~subsequent~~currently ~~project~~has ~~finance~~$218,720 ~~investment~~in ~~capital~~cash ofon uphand ~~to $6,000,000~~and tois ~~complete~~expected ~~the~~to ~~Cartwright~~fund ~~Well~~operations ~~project~~for ~~and~~a ~~Williston~~period ~~Well~~of ~~project~~at ~~and~~least toone ~~further~~year ~~research~~with ~~and~~revenue generated ~~develop~~from the ~~Centerline~~ ~~SWD~~ProWater ~~System~~segment.

IfNote ~~current~~2 – ~~and~~Accounting ~~projected~~Policies ~~revenue growth does not meet our estimates~~ and~~/or~~ ~~PWCO~~Basis does not receive the anticipated $6,000,000 in investment capital, we may choose to raise additional capital through debt and/or equity transactions, renegotiate current convertible debt obligations, reduce certain overhead costs through the deferral of salaries and other means, and settle liabilities through negotiation. Currently, the Company does not have any commitments or assurances for additional capital nor can the Company provide assurance that such financing will be available to it on favorable terms, or at all. If, after utilizing the existing sources of capital available to the Company, further capital needs are identified and the Company is not successful in obtaining the financing, it may be forced to curtail its existing or planned future operations. The Company believes its plans will enable the Company to continue for a period in excess of one year from the date of the most recent balance sheet.Presentation

~~Consolidation~~The consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

~~The~~These ~~consolidated financial~~ statements ~~include~~reflect ~~the~~all ~~assets~~adjustments, consisting ~~liabilities and operating results~~ of ~~the~~normal ~~Company~~recurring ~~and its wholly-owned subsidiaries~~adjustments, ~~Pro Water~~which, ~~LLC,~~ ain ~~Utah~~the ~~limited~~opinion ~~liability~~of ~~company ("Pro Water Utah")~~management, ~~ProWater,~~are ~~LLC,~~necessary afor ~~Colorado~~fair ~~limited~~presentation ~~liability~~of ~~company ("Pro~~the ~~Water Colorado"), and SET IP Holdings LLC, a Utah limited liability company ("Set IP"), after~~information ~~elimination~~contained ~~of all material inter-company accounts and transactions~~therein. OCIt ~~Energy~~is ~~and~~suggested ~~balances~~that ~~related~~these toconsolidated ~~the~~interim ~~Company’s former~~financial ~~wastewater~~statements ~~treatment~~be ~~plant~~read ~~are~~in ~~classified~~conjunction aswith ~~discontinued operations. Also consolidated into~~ the consolidated financial statements ~~are~~ ~~the assets, liabilities,~~ and ~~operating~~notes ~~results~~thereto offor ~~PWCO~~SET ~~because~~Corp asfor of the ~~date~~year ofended ~~this~~March ~~filing~~31, ~~the~~2013 ~~Project~~included ~~Finance Transaction~~in ~~has~~SET ~~not~~Corp’s ~~been~~Annual ~~funded~~Report on byForm ~~Cancen Oil Processors, Inc~~10-K., orThe ~~another~~consolidated ~~qualified~~financial ~~investor(s).~~statements Tofor ~~satisfy~~ the ~~funding conditions~~three ofmonths ~~Cancen,~~ended ~~additional~~June ~~paperwork~~30, is2013 ~~required. We~~ are ~~currently~~not ~~finalizing~~necessarily ~~these~~indicative ~~documents so they can be submitted.~~of ~~The~~the ~~funding~~results byexpected ~~Cancen~~for ~~is anticipated within 45 days of presenting~~ the ~~final~~full ~~paperwork to them~~year.

~~Estimates~~Consolidation

The ~~preparation~~consolidated of financial statements include inthe ~~conformity~~assets, ~~with~~liabilities ~~generally~~and ~~accepted~~operating ~~accounting~~results ~~principles~~of ~~requires~~the ~~management~~Company ~~to make estimates~~ and ~~assumptions~~its ~~that~~wholly-owned ~~affect~~subsidiaries, ~~the reported~~Pro ~~amounts~~Water, ofLLC, ~~assets~~a ~~and~~Utah ~~liabilities~~limited liability ~~and~~company ~~disclosure~~("Pro ofWater ~~contingent~~Utah"), ~~assets~~ProWater, ~~and~~LLC, ~~liabilities~~a atColorado ~~the~~limited ~~date~~liability ofcompany ~~the~~("ProWater ~~financial statements~~Colorado"), and ~~the~~SET ~~reported~~IP ~~amounts~~Holdings ofLLC, ~~revenue~~a ~~and~~Utah ~~expenses~~limited ~~during~~liability ~~the~~company ~~reporting~~("Set ~~period.~~IP"), ~~Significant~~after ~~estimates~~elimination ~~include~~of ~~the~~all ~~valuation~~material ~~of derivatives,~~inter-company ~~equity~~accounts ~~instruments~~and ~~such~~transactions. asBalances ~~options~~related ~~and~~to ~~warrants,~~the ~~and~~Company’s ~~provision~~former ~~for~~wastewater ~~income~~treatment ~~taxes.~~plant ~~Actual~~and ~~results~~other ~~could~~operations ~~differ~~are ~~from~~classified as ~~those~~discontinued ~~estimates~~operations.

F-5

~~Fair Value of Financial Instruments~~Estimates

~~Effective~~The ~~October~~preparation 1,of ~~2009,~~financial ~~the Company~~statements ~~adopted~~in ~~Accounting~~conformity ~~Standards~~with ~~Codification~~generally ~~("ASC")~~accepted ~~825~~accounting ~~Fair~~principles ~~Value~~requires ~~Measurements~~management ~~and Disclosures, except as it applies~~ to ~~the~~make ~~nonfinancial~~estimates ~~assets~~ and ~~nonfinancial~~assumptions ~~liabilities subject to ASC 825. ASC 825 clarifies~~ that ~~fair~~affect ~~value is an~~the ~~exit~~reported ~~price,~~amounts ~~representing~~of ~~the~~assets ~~amount~~and ~~that~~liabilities ~~would~~and bedisclosure ~~received~~of tocontingent ~~sell~~assets anand ~~asset~~liabilities orat ~~paid~~the todate ~~transfer~~of athe ~~liability~~financial ~~in an orderly transaction~~statements ~~between~~and ~~market~~the ~~participants.~~reported Asamounts ~~such,~~of ~~fair~~revenue ~~value~~and isexpenses aduring ~~market-based~~the ~~measurement~~reporting ~~that~~period. ~~should~~Significant beestimates ~~determined~~include ~~based~~the onvaluation ~~assumptions~~of ~~that~~derivatives, ~~market~~equity ~~participants~~instruments ~~would use in pricing an asset or a liability. As a basis for considering~~ such ~~assumptions,~~as ~~ASC~~options ~~825~~and ~~establishes a three-tier value hierarchy~~warrants, ~~which~~and ~~prioritizes~~provision ~~the~~for ~~inputs~~income ~~used~~taxes. inActual ~~the~~results ~~valuation~~could ~~methodologies~~differ infrom ~~measuring~~those ~~fair value:~~estimates.

~~Level~~Fair 1Value -of ~~Observable~~Financial ~~inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.~~Instruments

~~Level~~Effective 2October 1, 2009, the Company adopted Accounting Standards Codification ("ASC") 825 Fair Value Measurements and Disclosures, except as it applies to the nonfinancial assets and nonfinancial liabilities subject to ASC 825. ASC 825 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based ~~Include~~measurement that ~~other~~should ~~inputs~~be determined based on assumptions that ~~are~~market ~~directly~~participants would use in pricing an asset or ~~indirectly~~a liability. As a ~~observable~~basis for considering such assumptions, ASC 825 establishes a three-tier value hierarchy, which prioritizes the inputs used in the ~~marketplace.~~valuation methodologies in measuring fair value:

Level 31 - ~~Unobservable~~Observable inputs ~~which~~that ~~are~~reflect ~~supported~~quoted byprices ~~little~~(unadjusted) for identical assets or noliabilities ~~market~~in ~~activity~~active markets.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Derivative instruments include the warrant liability (Level 2). ~~Derivative~~- ~~instruments~~Include ~~are~~other ~~valued~~inputs ~~using standard calculations/models~~ that are ~~primarily~~directly ~~based~~or on indirectly observable ~~inputs, including volatilities and interest rates. Therefore, derivative instruments are included~~ in ~~Level~~the 2marketplace.

~~Fair-value~~Level ~~estimates~~3 ~~discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2012 and March 31, 2012. The respective carrying value of certain on~~-~~balance-sheet~~ ~~financial~~Unobservable ~~instruments~~inputs ~~approximated~~which ~~their~~are ~~fair~~supported ~~values.~~by ~~These financial~~little instruments include cash, prepaids, accounts payable, accrued liabilities, notes payable, and convertible notes payable. Fair values for these items were assumed to approximate carrying values because of their short term nature or ~~because~~no ~~they~~market ~~are payable on demand~~activity.

~~The~~Fair-value ~~following~~estimates ~~table~~discussed ~~presents~~herein ~~the Company’s~~are ~~fair~~based ~~value~~upon ~~hierarchy~~certain ~~for~~market ~~assets~~assumptions and ~~liabilities~~pertinent ~~measured~~information atavailable ~~fair~~to management as of June 30, 2013 and March 31, 2013. The respective carrying value of certain on-balance-sheet afinancial ~~recurring~~instruments ~~basis~~approximated attheir ~~December~~fair 31values. These financial instruments include cash, ~~2012:~~prepaids, accounts payable, accrued liabilities, and notes payable. Fair values for these items were assumed to approximate carrying values because of their short term nature or because they are payable on demand.

	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents	$	104,008	$	–	$	–	$	104,008
Total assets measured at fair value	$	104,008	$	–	$	–	$	104,008
Liabilities
Derivative instruments	$	–	$	–	$	–	$	–
Total liabilities measured at fair value	$	–	$	–	$	–	$	–

Concentrations

~~Concentrations~~ Credit Risk

~~Credit~~At ~~Risk~~times, the Company maintains cash balances at a financial institution in excess of the $250,000 FDIC insurance limit. In addition, at times the Company extends credit to customers in the normal course of business, after an evaluation of the credit worthiness. The Company does not expect to take any unnecessary credit risks causing significant write-offs of potentially uncollectible accounts. The Company also maintains reserves for potential credit losses. The Company considers the following factors when determining if collection of a fee is reasonably assured: customer credit-worthiness, past transaction history with the customer, current economic industry trends and changes in customer payment terms.

At times, the Company maintains cash balances at a financial institution in excess of the $250,000 FDIC insurance limit. In addition, at times the Company extends credit to customers in the normal course of business, after an evaluation of the credit worthiness. The Company does not expect to take any unnecessary credit risks causing significant write-offs of potentially uncollectible accounts. The Company also maintains reserves for potential credit losses. The Company considers the following factors when determining if collection of a fee is reasonably assured: customer credit-worthiness, past transaction history with the customer, current economic industry trends and changes in customer payment terms.Customer

~~Customer~~The geographic locations of the injection wells is a direct factor with relation to the radius of customers’ wells that can be economically serviced. While there are several key factors to obtaining new business, the ratio of available business per customer is based solely on the number of wells the customer has within the serviceable radius of the injection well. As new gas wells are developed within the serviceable radius of the well, the ratio of customers to percentage of business will decrease. Until new wells are developed, the expected customer to business ratio is not expected to change. During the three months ended June 30, 2013, the Company had three (3) customers that accounted for approximately 82% of its revenue and two (2) customers that accounted for 80% of its accounts receivable at June 30, 2013. During the three months ended June 30, 2012, the Company had two (2) customers that accounted for approximately 97% of its revenue and one (1) customer that accounted for 97% of its accounts receivable at June 30, 2012. The loss of our injection well customers would have a significant impact on the Company’s financial results. In addition, we are selling our reclaimed oil to two customers. If there was an issue with these customers, we have additional oil customers that would potentially take this position.

~~The~~Earnings ~~geographic~~Per ~~locations~~Common of the injection wells is a direct factor with relation to the radius of customers’ wells that can be economically serviced. While there are several key factors to obtaining new business, the ratio of available business per customer is based solely on the number of wells the customer has within the serviceable radius of the injection well. As new gas wells are developed within the serviceable radius of the well, the ratio of customers to percentage of business will decrease. Until new wells are developed, the expected customer to business ratio is not expected to change. During the nine months ended December 31, 2012, the Company had one (1) customer that accounted for approximately 83% of its revenue and two (2) customers that accounted for 81% of its accounts receivable at December 31, 2012. During the nine months ended December 31, 2011, the Company had two (2) customers that accounted for approximately 98% of its revenue and one (1) customer that accounted for 97% of its accounts receivable at December 31, 2011. The loss of our injection well customers would have a significant impact on the Company’s financial results. In addition, we are selling our reclaimed oil to two customers. If there was an issue with these customers, we have additional oil customers that would potentially take this position.Share

~~Geography~~Basic earnings per common share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the reporting period. Diluted earnings per common share is computed by dividing net income available to common shareholders by the combination of dilutive common share equivalents, comprised of shares issuable under the Company’s share-based compensation plans and the weighted-average number of common shares outstanding during the reporting period. Dilutive common share equivalents include the dilutive effect of in-the-money share equivalents, which are calculated, based on the average share price for each period using the treasury stock method. Under the treasury stock method, the exercise price of an award, if any, the amount of compensation cost, if any, for future service that the Company has not yet recognized, and the estimated tax benefits that would be recorded in paid-in capital, if any, when an award is settled are assumed to be used to repurchase shares in the current period.

~~During~~The ~~the~~Company ~~nine~~excluded ~~months~~621,705 ~~ended~~options ~~December~~and 31500,000 ~~2012~~warrants ~~and~~from ~~2011,~~the ~~98%~~computation ~~and~~of ~~100%~~diluted ofnet ~~the~~loss ~~Company’s~~per ~~revenue~~share ~~was~~as ~~generated~~their inexercise ~~Utah,~~prices ~~respectively.~~were Asin excess of ~~December~~the ~~31,~~average ~~2012~~closing ~~and 2011,~~market ~~87%~~price ~~and 100%~~ of the Company’s ~~accounts~~common ~~receivable~~stock ~~was~~for ~~generated in Utah, respectively, with~~ the ~~remaining~~three ~~accounts receivable generated in North Dakota during the nine~~ months ended ~~December~~June 3130, ~~2012~~2013.

~~F-6~~The following is a summary of outstanding securities which have been included in the calculation of diluted net income per share and reconciliation of net income to net income available to common stock holders for the three months ended June 30, 2012.

~~Earnings Per Common Share~~F-6

Basic earnings per common share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the reporting period. Diluted earnings per common share is computed by dividing net income available to common shareholders by the combination of dilutive common share equivalents, comprised of shares issuable under the Company’s share-based compensation plans and the weighted-average number of common shares outstanding during the reporting period. Dilutive common share equivalents include the dilutive effect of in-the-money share equivalents, which are calculated based on the average share price for each period using the treasury stock method. Under the treasury stock method, the exercise price of an award, if any, the amount of compensation cost, if any, for future service that the Company has not yet recognized, and the estimated tax benefits that would be recorded in paid-in capital, if any, when an award is settled are assumed to be used to repurchase shares in the current period.

	For the Three Months Ended June 30,
	2012
Weighted average common shares outstanding used in calculating basic earnings per share		16,524,884
Effect of related party convertible notes payable		1,427,439
Effect of options and warrants		467,051
Weighted average common and common equivalent shares used in calculating diluted earnings per share		18,419,374

Net income as reported	$	4,958
Add - Interest on convertible notes payable		47,978
Net income available to common stockholders	$	52,936

The ~~following~~Company isexcluded a75,000 ~~summary~~options ~~of outstanding~~and ~~securities~~2,005,502 ~~which~~warrants ~~have~~from ~~been~~the ~~excluded~~computation ~~from~~for the ~~calculation~~three ofmonths ~~diluted~~ended ~~net~~June ~~loss~~30, ~~per~~2012 ~~share~~as ~~because~~their ~~the~~exercise ~~effect~~prices ~~would~~were ~~have~~in ~~been~~excess ~~anti-dilutive for~~of the average ~~three~~closing ~~and~~market ~~nine~~price ~~months~~of ~~ended~~the ~~December~~Company’s ~~31,~~common ~~2012:~~stock.

	Three Months Ended December 31, 2012		Nine Months Ended December 31, 2012
Common stock options		155,428		532,401
Common stock warrants		–		–
Convertible notes		1,368,222		1,368,222
Totals		1,523,650		1,900,623

Note 3 – Intangible Assets

~~The~~Customer Company excluded 1,961,668 warrants from the computation for the three and nine months ended December 31, 2012, respectively, as their exercise prices were in excess of the average closing market price of the Company’s common stock.Relationships

~~The~~During ~~following~~the isthree amonths ~~summary~~ended ofJune ~~outstanding~~30, 2013 ~~securities~~and ~~which~~2012, ~~have been~~the ~~included~~Company inrecorded ~~the~~amortization ~~calculation~~expense to cost of ~~diluted~~goods ~~net~~sold ~~income~~related ~~per~~to ~~share~~the ~~and~~customer ~~reconciliation~~relationship of ~~net~~$7,215 ~~income~~and $7,195, torespectively. The net ~~income~~carrying ~~available~~value toof ~~common stock~~the ~~holders~~customer ~~for~~relationship ~~the~~as ~~three~~of ~~and~~June ~~nine~~30, ~~months~~2013 ~~ended~~was ~~December 31~~$94, ~~2011:~~033.

	For the Three Months Ended		For the Nine Months Ended
	December 31, 2011		December 31, 2011
Weighted average common shares outstanding used in calculating basic earnings per share		14,780,849		14,686,259
Effect of convertible notes payable		1,466,104		1,487,299
Effect of options and warrants		380,013		387,076
Weighted average common and common equivalent shares used in calculating diluted earnings per share		16,626,966		16,560,634
Net income as reported	$	122,846	$	432,775
Add - Interest on convertible notes payable		53,867		174,599
Net income available to common stockholders	$	176,713	$	607,374

Note 4 – Property and Equipment

~~The~~Property ~~Company~~and ~~excluded~~equipment ~~505,502~~as ~~warrants~~of ~~from~~June ~~the~~30, ~~computation~~2013 ~~for the three~~ and ~~nine~~March ~~months ended December~~ 31, ~~2011, respectively, as their exercise prices were in excess of the average closing~~2013 ~~market~~consisted ~~price~~ of the ~~Company’s common stock.~~ following:

Note 3 – Intangible Assets

	June 30, 2013			March 31, 2013

Injection wells	$	3,983,538		$	3,902,774
Machinery and equipment		4,026,143			3,983,618
Construction in progress		2,388,420			2,479,907
Buildings		87,500			87,500
Land		51,000			51,000
Furniture and fixtures		10,692			4,188
Accumulated depreciation		(721,913	)		(571,371	)
Total	$	9,825,380		$	9,937,616

~~Customer~~During ~~Relationships~~the three months ended June 30, 2013 and 2012, the Company recorded depreciation expense of $150,009 and $44,210, respectively. During the three months ended June 30, 2013 the Company recorded a gain on settlements of accounts payable as an offset to property and equipment of $138,609.

~~During~~Note ~~the~~5 – ~~nine~~Certain ~~months~~Balance ~~ended~~Sheet December 31, 2012 and 2011, the Company recorded amortization expense to cost of goods sold related to the customer relationship of $21,742 and $21,742, respectively. The net carrying value of the customer relationship as of December 31, 2012 was $108,366.Elements

~~F-7~~Accrued Liabilities

~~Pending~~At ~~Patents~~June 30, 2013 and March 31, 2013, the Company had accrued liabilities as follows:

In connection with the pending patents acquired from WES, the Company is amortizing the value of the patents over an estimated life of 15 years, which is the approximate remaining life and projected cash flows of the pending patents. During the nine months ended December 31, 2012 and 2011, the Company amortized $7,500 and $9,666, respectively, which is included in general and administrative expense. At December 31, 2012, the net carrying value of the pending patents was $110,835. As of December 31 2012, none of the contingent consideration under the WES Agreement had been triggered.

	June 30, 2013		March 31, 2013

Accrued interest	$	35,766	$	33,747
Royalty payable		112,130		96,247
Sales tax payable		108,969		108,968
Other		25,000		25,000
Total	$	281,865	$	263,962

~~Note 4 – Property and Equipment~~F-7

~~Property and equipment as of December 31,~~ ~~2012~~Note ~~and~~6 – ~~March~~Notes ~~31, 2012 consisted of the following:~~Payable

	December 31, 2012			March 31, 2012
Injection well	$	3,683,838		$	613,976
Machinery and equipment		3,982,063			1,623,596
Construction in progress		1,497,790			71,476
Buildings		7,500			7,500
Land		51,000			51,000
Office equipment, computer software, and furniture and fixtures		51,280			36,465
Accumulated depreciation		(456,523	)		(250,639	)
Total	$	8,816,948		$	2,153,374

MOU Note Payable

~~During~~On ~~the~~July ~~nine~~7, ~~months~~2010, ~~ended~~the ~~December~~Company assumed ~~31,~~a ~~2012~~promissory ~~and~~note ~~2011~~of $45,000 ~~the~~in ~~Company~~connection ~~recorded~~with ~~depreciation~~a ~~expense~~memorandum of ~~$208,170~~understanding ~~and~~to ~~$115,674,~~purchase ~~and~~SET ~~capitalized~~Corp’s ~~interest~~discontinued water treatment plant. The note bears interest at 10% with a default rate of ~~$30~~18%. As of June,~~000~~ 2013, the note is in default and interest ~~$0,~~is ~~respectively~~being accrued at the default rate.

~~Note~~Related 5Party –Convertible ~~Certain~~Note ~~Balance~~Payable to ~~Sheet~~Metropolitan ~~Elements~~Real Estate LLC

~~Accrued~~On ~~Liabilities~~July 1, 2010, in connection with the acquisition of Pro Water Utah, the Company entered into a $2.0 million convertible note payable with Metropolitan Real Estate LLC, an entity controlled by Mr. Horst Geicke, a beneficial owner of the Company. Under the terms of the convertible note payable, $1,600,000 of the note was to be converted at $3.00 per share and $400,000 of the note was to be converted at $0.375 per share. The convertible note incurred interest at 5% per annum and was secured by Pro Water Utah assets. The Company was to make 60 monthly payments of $35,478 commencing January 2011 and concluding December 2015, which was extended until April 2016 by the holder during the fiscal year ended March 31, 2012 due to lack of cash flows sufficient to make payments.

AtSince ~~December~~the 31conversion price of $0.375 related to $400,000 ~~2012~~was significantly less than the fair value of the Company’s common stock per the closing market price, a beneficial conversion feature was present. The Company valued the beneficial conversion feature as of the date of the amended agreement in the amount of $696,000, and recorded the maximum discount allowed of $400,000 against the note. At March 31, ~~2012~~2013, the outstanding balance of $1,170,584, net of the ~~Company~~unamortized ~~had~~discount ~~accrued~~of ~~liabilities~~$134,082 was classified as ~~follows:~~long term based on its subsequent conversion on April 12, 2013 as discussed below. During the three months ended June 30, 2013 and 2012, the Company amortized $134,082 and $30,184 of the discount or 10% and 2% of the liability to interest expense, respectively, using the effective interest method.

	September 30, 2012		March 31, 2012
Accrued interest	$	75,374	$	39,271
Royalty payable		52,337		61,995
Other		15,732		76,820
Total	$	143,443	$	178,086

On April 12, 2013, Metropolitan Real Estate LLC agreed to convert its outstanding principal balance of $1,304,666 and accrued interest of $28,951 into 10,258,592 shares of restricted common stock, valued at $0.13 per share. Due to the significant change in the fair market value of the consideration before and after the modification. The Company accounted for the change in terms as an extinguishment of the original note. The unamortized discount at the time of extinguishment of $130,333 is included in interest expense on the accompanying statement of operations during the three months ended June 30, 2013. At the time of modification, the converted price $0.13 was in excess of the closing market price of the Company's common stock and thus did not result in an additional beneficial conversion feature.

~~Note~~Related 6Party –Convertible ~~Notes~~Note Payable to Horst Geicke

~~MOU~~On ~~Note~~April ~~Payable~~16, 2013, we entered into a convertible revolving loan agreement with Horst Geicke for $600,000 with 8% interest rate. On April 20, 2013, such accredited investor desired to convert the note into common stock of the Company at $0.13 per share. Therefore, we were obligated to issue 4,615,385 shares of restricted common stock for the $600,000. The difference of $323,077 between the fair market value of the stock issued in connection with the conversion and principal balance was recorded as interest expense during the three months ended June 30, 2013.

~~The~~Related ~~Company~~Party ~~has~~Note aPayable ~~promissory note payable of $45,000 which was incurred in connection with a memorandum of understanding~~ to ~~purchase~~Bridgewell ~~SET~~Worldwide Corp’s discontinued water treatment plant. The note bears interest at 10% with a default rate of 18%. As of December 31, 2012, the note is in default and interest is being accrued at the default rate.Limited

~~Yates~~In ~~Petroleum~~September of 2012, PWCO entered into a revolving loan agreement with Bridgewell Worldwide Limited, of which Grant King is as an officer and owner of, in the amount of $2,000,000. The note incurred interest at 5% per annum and was due in full in September 2014. The loan was personally guaranteed by Keith Morlock and Robert Glaser, but not by the Company. In connection with the terminated Project Finance Transaction with PWCO, the Company has been advanced funds from PWCO to cover payables and the cost of constructing the Cartwright Well.

InAn additional ~~connection~~$300,000 ~~with~~was ~~cross~~funded ~~complaint~~in ~~brought by~~February ~~Yates~~2013 ~~Petroleum~~under ~~("Yates")~~an ~~against~~Amended and Restated Revolving Note Agreement which included the ~~Company~~following; a) the principal amount shall be increased to $2,300,000, plus 5% interest; b) the ~~Company~~personal ~~entered~~guarantees ~~into~~of Mr. anMorlock ~~agreement~~and ~~dated~~Mr. ~~November~~Glaser 30shall be terminated, ~~2010~~and ~~which requires~~in ~~that~~exchange, the ~~Company~~ProWater ~~pay~~Colorado shall grant a ~~total~~first priority security interest to Bridgewell in the Cartwright Well ; and lastly c) upon the mutual consent of ~~$175~~the Company and Bridgewell,~~000,~~ ~~incurring~~any outstanding principal and interest atmay ~~10%~~be ~~per~~converted ~~annum~~at any time, ~~payable~~into incommon 24stock ~~equal~~of ~~payments~~the Company. As of ~~December~~March 31, 2013, the amount due on these advances was $2,300,000 and was classified as long-term in the accompanying balance sheet based on its terms and subsequent conversion. During the year ended March 31, ~~2012~~2013, the ~~note~~Company ~~was~~capitalized ~~paid~~interest ~~off~~of $50,000 under property and equipment in the accompanying balance sheet. During the three months ended June 30, 2013, the Company capitalized interest of $10,000 under property and equipment in the accompanying balance sheet.

F-8

~~Related~~On ~~Party~~April ~~Convertible~~30, ~~Note~~2013, ~~Payable~~Bridgewell notified us that they wanted to ~~Metropolitan~~convert ~~Real~~the ~~Estate~~Amended ~~LLC~~and Restated Revolving Loan Agreement, along with all accrued interest thereon, into 18,153,846 shares of restricted common stock, valued at $0.13 per share, making the Amended and Restated Revolving Loan Agreement paid in full, and of no further effect. In addition, the Company recorded additional interest expense of $2,904,615 during the three months ended June 30, 2013 due to the difference between the fair market value of the shares issued of $0.29 per share and stock price the note was converted at.

OnNote ~~July~~7 – 1,Stockholders’ 2010, in connection with the acquisition of PWU, the Company entered into a $2.0 million convertible note payable. Under the current terms of the convertible note payable, $1,600,000 of the note may be converted at $3.00 per share and $400,000 may be converted at $0.375 per share. The convertible note incurs interest at 5% per annum. The Company is to make 60 monthly payments of $35,478 commencing January 2011 and concluding December 2015, which was extended until April 2016 by the holder during the fiscal year ended March 31, 2012.Equity

~~Since~~Common ~~the~~Stock ~~conversion~~Issued ~~price of $0.375 related~~ to ~~$400,000~~Related ~~was significantly less than the fair value of the Company’s common stock per the closing market price, a beneficial~~Parties ~~conversion~~for ~~feature~~Accrued ~~was~~Liabilities ~~present. The Company valued the beneficial conversion feature as of the date of the amended agreement in the amount of $696,000,~~ and recorded the maximum discount allowed of $400,000 against the note. At December 31, 2012, the $158,443 unamortized discount on the note was allocated between short and long term based on the expected annual amortization of which $85,949 has been allocated to short-term portion with the remaining $72,494 allocated to long-term portion. During the nine months ended December 31, 2012 and 2011, the Company amortized $84,867 and $111,463 of the discount to interest expense, respectively, using the effective interest method.Services

~~Related~~On ~~Party~~March ~~Note~~27, ~~Payable~~2012, the Company granted common stock to ~~Bridgewell~~three ~~Worldwide~~board ~~Limited~~members which vest over a twenty-four (24) month period, starting April 1, 2012 and then the first of each quarter thereafter (ending January 1, 2014). Under the agreement, the Company agreed to issue a total of 450,000 shares of common stock valued at $585,000 on the date of the grant, with the first tranche of 56,250 being issued in April 2012, second tranche of 56,250 being issued in July 2012, and third tranche of 56,250 being issued in October 2012. In addition, due to Keith Morlock’s resignation as a Director, the Company approved issuance of the remaining 93,750 shares due to him under this agreement in which the shares vested immediately. In January 2013, the fourth tranche of 37,500 shares were issued. In April 2013, the fifth tranche of 18,750 shares were issued. During the three months ended June 30, 2013, the Company recorded stock-based compensation expense related to this issuance of $24,375 within general and administrative expense. Future stock-based compensation under this agreement is expected to be $49,750 in fiscal year 2014. As discussed in Note 9, Mr. Glaser’s remaining issuance for directors’ bonus shares were cancelled.

InStock ~~September~~Purchase ofAgreement ~~2012, PWCO entered into a revolving loan agreement~~ with ~~Bridgewell Worldwide Limited, of which Grant King is as an officer and owner of,~~Horst in the amount of $2,000,000. The note incurs interest at 5% per annum and is due in full in September 2014. The loan is personally guaranteed by the Company’s former Director and Corporate Secretary, Keith Morlock and Director and Chief Executive Officer, Robert Glaser but not by the Company. In connection with the pending Project Finance Transaction with PWCO (see Note 1), the Company has been advanced funds from PWCO to cover payables and the cost of constructing the Cartwright Well. These advances do not bear interest. The Company does not have any obligation to the amounts borrowed by PWCO from Bridgewell Worldwide Limited other than to the extent proceeds are received by or paid on behalf of the Company. As of December 31, 2012, the amount due on these advances was $2,000,000 and is classified as long-term in the accompanying balance sheet. During the nine months ended December 31, 2012, the Company capitalized interest of $30,000 under property and equipment in the accompanying balance sheet. After the Project Finance Transaction is funded, the net fair value of the assets, less liabilities transferred, will be recorded as SET Corp's investment in PWCO.Geicke

~~Note~~On May 7, –2013, ~~Stockholders~~the Company entered into a stock purchase agreement with Horst Geicke to purchase 20,000,000 shares of the Company’s ~~Deficit~~common stock at $0.13 per share to raise $2,600,000 which included the conversion of a $600,000 note. To date, the Company has received $2,600,000 towards the subscription agreement and accordingly issued 20,000,000 shares of its common stock. As of June 30, 2013, the Company recorded $250,000 as a subscription receivable in other current assets on the accompanying balance sheet, which was subsequently received.

OnNote ~~March~~8 – ~~27,~~Options ~~2012, the Company granted common stock to three board members which vest over a twenty-four (24) month period, starting April 1, 2012~~ and then the first of each quarter thereafter (ending January 1, 2014). Under the agreement, the Company agreed to issue a total of 450,000 shares of common stock valued at $585,000 on the date of the grant, with the first tranche of 56,250 being issued in April 2012, second tranche of 56,250 being issued in July 2012, and third tranche of 56,250 being issued in October 2012. In addition, due to Keith Morlock’s resignation as a Director, the Company approved issuance of the remaining 93,750 shares due to him under this agreement in which the shares vested immediately. During the three and nine months ended December 31, 2012, the Company recorded stock-based compensation expense of $195,000 and $341,250, respectively, within general and administrative expense. The Company will record stock based compensation per quarter of approximately $48,750 through December 31, 2013.Warrants

OnStock ~~December 31, 2012, the Board of Directors via unanimous written consent gave discretionary~~ compensation ~~bonuses in the form of the Company’s common stock to its employees and key consultants. The total amount of common stock issued was 83~~expense,~~500~~ ~~valued~~excluding atitems ~~$20,875~~disclosed ~~based on the closing market price of~~above, ~~the Company's common stock on the date of grant which was~~ recorded ~~within~~in general and administrative expense. ~~Out~~in of the ~~83,500 shares~~statements ~~issued,~~of ~~Robert~~income ~~Glaser~~for ~~received~~the ~~35,000~~three ~~shares,~~months ~~Keith~~ended ~~Morlock~~June ~~received 35~~30,~~000~~ ~~shares,~~2013 and ~~Cynthia~~2012 ~~Glaser received 6~~was $10,~~000~~710 ~~shares. The shares were issued from the Company’s Incentive~~ and ~~Nonstatutory~~$126,691, ~~Stock Option Plans~~respectively.

~~F-9~~The following is a summary of activity of outstanding stock option activity for the three months ended June 30, 2013:

Note 8 – Options and Warrants

	Number of Shares
Balance, March 31, 2013		1,039,145
Options granted		–
Options exercised		–
Options cancelled or forfeited		(330,991	)

Balance, June 30, 2013		708,154

OnAlthough ~~December~~management ~~31,~~believes ~~2012,~~its estimate regarding the ~~Company~~fair ~~granted 326,893~~value ~~stock~~of ~~options~~the services to ~~three~~be ~~members~~reasonable, there can be no assurance that all of the ~~Board~~subjective ofassumptions ~~Directors~~will remain constant, and antherefore ~~officer~~the ~~with~~valuation anof ~~exercise~~the ~~price~~services may not be a reliable measure of ~~$0.25~~the ~~per~~fair ~~share.~~value ~~The~~of stock compensation ~~options~~or ~~vest~~stock ~~over~~based ~~one~~payments ~~year~~for consulting services. ~~Compensation~~Expected ~~expense~~volatility is based primarily on historical volatility. Historical volatility was computed using weekly pricing observations for ~~this~~recent ~~issuance~~periods ~~recorded~~that ~~during~~correspond to the ~~nine~~remaining ~~months~~life ~~ended~~of ~~December~~the ~~31,~~options. ~~2012~~We ~~was~~believe ~~$20,416~~this ~~and~~method produces an estimate that is ~~included~~representative inof ~~general~~our ~~and~~expectations ~~administrative~~of ~~expense~~future onvolatility over the ~~accompanying~~expected ~~consolidated~~term ~~statement~~ of ~~operations~~these options. AsWe currently have no reason to believe future volatility over the expected remaining life of ~~December~~these options is likely to ~~31,~~differ ~~2012,~~materially ~~future~~from ~~compensation~~historical ~~expense~~volatility. The expected life is ~~approximately~~based ~~$94,000~~on ~~and~~the ~~will~~remaining beterm ~~expensed~~of ~~over~~the ~~approximately~~options. ~~one~~The ~~year~~risk-free interest rate is based on U.S. Treasury securities.

~~These stock options do not trade in an active securities market, and as such, we estimate the fair value of these options using the Black~~F-~~Scholes option pricing model using the following assumptions:~~9

Annual dividend yield			0%
Expected life in years			10.0
Risk-free interest rate			1.73%
Expected volatility			213%

Warrants

~~Stock~~The ~~compensation~~following ~~expense,~~is ~~excluding~~a ~~items disclosed~~summary ~~above,~~of ~~recorded~~activity ~~in general and administrative expense in the statements~~ of ~~operations~~outstanding ~~for the three months ended December~~common ~~31,~~stock ~~2012~~warrants ~~and 2011 was $91,624 and $63,811, respectively. Stock compensation expense, excluding items disclosed above, recorded in general and administrative expense in the statements of operations~~ for the ~~nine~~three months ended ~~December~~June 3130, ~~2012 and 2011 was $405,109 and $238,194, respectively.~~2013:

The following is a summary of activity of outstanding stock option activity for the nine months ended December 31, 2012:

	Number Of Shares

Balance, March 31, 2013		938,668
Warrants granted		–
Warrants exercised		–
Warrants cancelled or forfeited		(438,668	)
Balance, June 30, 2013		500,000

	Number of Shares
Balance, March 31, 2012		865,000
Options granted		326,893
Options exercised		–
Options cancelled or forfeited		(36,667	)
Balance, December 31, 2012		1,155,226

Note 9 – Commitments and Contingencies

~~Although~~Manufacturing ~~management believes its estimate regarding the fair value of the services to be reasonable, there can be no assurance that all of the subjective assumptions will remain constant,~~ and ~~therefore~~Engineering the valuation of the services may not be a reliable measure of the fair value of stock compensation or stock based payments for consulting services. Expected volatility is based primarily on historical volatility. Historical volatility was computed using weekly pricing observations for recent periods that correspond to the remaining life of the options. We believe this method produces an estimate that is representative of our expectations of future volatility over the expected term of these options. We currently have no reason to believe future volatility over the expected remaining life of these warrants is likely to differ materially from historical volatility. The expected life is based on the remaining term of the options. The risk-free interest rate is based on U.S. Treasury securities.Agreement

~~Warrants~~In January 2012, ProWater Colorado entered into a manufacturing and engineering agreement to build part of the Centerline SWD System facility for the Cartwright Well for $1,770,000. To start the process 35% was paid and, a second payment of 30% was paid after major components were delivered to the manufacturer in October 2012. The balance of 35% was due when shipped to the Cartwright Well. As of June 30, 2013, $1,770,000 was recorded as machinery and equipment in property and equipment and $700,341 in accounts payable on the accompanying balance sheet.

~~The~~Technology ~~Company~~Purchase ~~has~~Agreement ~~376,068~~with common stock purchase warrants in which are considered derivative liabilities due to reset provisions included within the agreements. Accordingly, these warrants are recorded as liabilities at fair value at each reporting date. Currently, these warrants have an exercise price of $11.70 and expire in May of 2013; however, these warrants have exercise price reset features in the event the Company issues common stock below the exercise price of the warrants. During the nine months ended December 31, 2012, the Company recorded gain of $119,846 for the change in fair value of the warrant liability. As of December 31, 2012, the warrant liability was $0.WES

FAfter extended delays, World Environmental Solutions Pty Ltd., an Australian company (“WES”), the company in which we entered into the Technology Purchase Agreement, and amendments thereto (collectively referred to herein as the “Technology Purchase Agreement”), was able to install the first, patent pending production model, MultiGen in Australia. After over a year delay, the production model was partially started in October of 2012 with the water-10maker and AC unit put into service first. The Capstone generator was successfully commissioned on February 2, 2013 and was anticipated to be put into complete 24-hour operation in March of 2013, but has been delayed indefinitely. This first installation was done in conjunction with the Queensland Government and their relationship with the TAFE School.

~~The~~In reliance ~~following~~upon issales aprojections ~~summary~~and timelines as provided to us by WES and its CEO, previous management used its business judgment to utilize the Company’s financial resources, which instead could have been used to grow Company assets in Utah and North Dakota, to produce and ship to Australia on behalf of ~~activity~~WES the first MultiGen unit. However, as of ~~outstanding~~June ~~common~~30, 2013, WES has ~~stock~~failed ~~warrants~~to provide us with any reasonable updates as requested in regards to accurate projections, timeliness, and likely royalty payments. Furthermore, WES and its CEO have failed to achieve, or even come close to achieving, any of the projections and timelines that they provided to us, and our shareholders, at the 2010 Annual Shareholders Meeting. As such, current management has carefully evaluated the delays in WES getting the first MultiGen unit to market, the repayment for such unit, the ~~nine~~effects ~~months~~that such ~~ended~~delays ~~December~~have 31had on the value of such assets, ~~2012:~~WES’s inability to fulfill previous sales projections and projected royalty payments, combined with the direct effect this has had on our corporate stock prices. The conclusion of this evaluation, combined with the lack of any reasonable updates from WES, has led current management in its business judgment to cease current promotion of MultiGen, until such time that we are assured by WES that such efforts are to the benefit of the Company and our shareholders.

	Number of Shares
Balance, March 31, 2012		2,005,502
Warrants granted		–
Warrants exercised		–
Warrants cancelled or forfeited		(43,834	)
Balance, December 31, 2012		1,961,668

Legal Proceedings

~~Note~~On 9April –27, ~~Commitments~~2012, a Complaint was filed against the Company by a previous consultant in the Orange County Superior Court (Shani Investments v. SET, Orange County Superior Court 30-2012-00565519). This is an action for Breach of Contract, Breach of Implied Covenant and ~~Contingencies~~Common Counts with the trial date being set for September 23, 2013. Plaintiff’s total claim is for approximately $500,000, including interest. As of June 30, 2013 and March 31 2013, the Company has amounts recorded in accounts payable in connection with Shani of approximately $107,000. The Company had previously disputed the validity of these amounts with Shani, thus, payments were never made. At this time, a tentative settlement has been reached in which we will make payments over 6 months to the Plaintiff in the total amount of $130,000. As a result, as of June 30, 2013, the Company recorded an additional amount of approximately $23,000 in accounts payable.

~~Manufacturing and Engineering Agreement~~F-10

InOn ~~January~~May ~~2012~~16, ~~Pro~~2013, ~~Water~~a ~~Colorado~~Complaint was ~~entered~~filed ~~into~~against athe ~~manufacturing~~Company ~~and~~by ~~engineering~~another ~~agreement~~previous torelated ~~build~~consultant in ~~part~~the ofUnited ~~the~~States ~~Centerline~~District ~~SWD~~Court ~~System~~(Rimon ~~facility~~Consultancy v. SET, United States District Court CV 13-00900 FMO). This is an action for ~~the~~Breach ~~Cartwright Well~~of Contract with a prayer for approximately $1473,~~770,~~000. ToThe ~~start~~Company ~~the~~filed ~~process~~a ~~35%~~motion ~~was~~to ~~paid~~dismiss ~~and,~~on aJuly ~~second~~5, ~~payment~~2013. ofOn ~~30%~~August ~~was~~2, ~~paid~~2013, ~~after~~the ~~major~~court ~~components~~granted ~~were~~the ~~delivered~~motion to dismiss with leave for the ~~manufacturer~~Plaintiff into ~~October~~amend ~~2012~~the complaint. In the event that the Plaintiff filed their first amended complaint on August 8, 2013. The ~~balance~~Company ofmaintains ~~35%~~that ~~was~~the ~~due~~claimed ~~when~~amounts ~~shipped~~due to Rimon had passed the ~~Cartwright~~statute ~~Well~~of limitations and that the Complaint is without merit. As ofThe ~~December~~Company ~~31,~~has ~~2012,~~until $1August 26,~~770,000~~ ~~was~~2013 ~~recorded~~to asfile ~~machinery~~responsive ~~and~~pleadings. ~~equipment~~The inCompany ~~property~~does ~~and~~not ~~equipment~~believe it is probable any additional amounts will be liable to Rimon and ~~$619~~thus no provision has been recorded as of June 30,~~720~~ in2013. ~~accounts~~If ~~payable~~it onwas determined that the ~~accompanying~~Company ~~balance~~would ~~sheet~~be liable for said amounts, the maximum to be recorded would be for the amount filed. The Company will vigorously defend the action.

~~Legal~~Employment ~~Proceedings~~Agreements

~~Previous~~Updated ~~Consultant~~Termination ~~Complaint~~of Employment for Robert Glaser

OnBy ~~April~~mutual 27agreement, ~~2012,~~on aApril ~~Complaint~~16, ~~was filed~~2013, ~~against~~Mr. ~~the~~Glaser’s ~~Company~~employment bycontract awas ~~previous~~terminated ~~consultant,~~in asconsideration ~~Case~~of ~~No.~~a ~~30-2012-00565519~~mutual inrelease ~~the~~of ~~Orange~~liability ~~County~~and ~~Superior~~a ~~Court.~~severance ~~The main contention~~salary of ~~the~~$45,000, ~~Complaint~~which iswas ~~that~~paid ~~there~~over ~~was~~three anmonths. ~~alleged~~All ~~breach~~ of aMr. ~~consulting~~Glaser’s ~~agreement~~options, ~~that~~and ~~was~~his ~~entered~~remaining ~~into~~issuance byfor ~~us in which the plaintiff~~directors’ ~~claims~~bonus toshares, ~~have~~were ~~damages~~cancelled. As of ~~December~~June 3130, ~~2012~~2013, ~~the~~$7,500 ~~Company~~was ~~had~~due ~~amounts~~to inMr. ~~accounts~~Glaser, ~~payable~~which inwas ~~excess~~subsequently ~~of any remote potential estimated liability~~paid.

~~Keith~~Material ~~Morlock’s~~Employment ~~Resignation~~Terms and ~~Severance~~Termination of ~~Package~~Employment for Cynthia Glaser

AsBy ofmutual ~~December 31~~agreement, ~~2012,~~on ~~Mr.~~April ~~Keith Morlock has tendered his resignation as a director of the SET Corp so that he can manage the business~~12, ~~affairs and growth of PWCO. Because~~2013, ~~of Mr~~Mrs. ~~Morlock~~Glaser’s ~~resignation, SET~~employment ~~Corp~~contract ~~accelerated~~was ~~vesting~~terminated ~~and~~in ~~issuance~~consideration of ~~Mr.~~a ~~Morlock’s~~mutual ~~director’s~~release ~~bonus stock issuance~~ of ~~93,750~~liability ~~shares of the Company’s common stock. Mr. Morlock will remain the Secretary of SET Corp however, SET Corp~~ and Mr. Morlock have mutually agreed as of December 31, 2012 to terminate Mr. Morlock’s Employment Agreement entered into on November 1, 2010, and the amendment thereto entered into on April 4, 2011. Mr. Morlock shall receive in exchange for such termination, a severance ~~for~~salary of ~~three months thereafter at~~ $1519,000 ~~per month~~, which iswas ~~recorded~~paid asto ~~general~~her ~~and~~over ~~administrative expense in the accompanying statements of operations for the~~ three ~~and nine~~ months. ~~ended~~Such ~~December~~amount ~~31,~~was ~~2012.~~accrued ~~In addition,~~ as ~~part~~ of ~~Mr. Morlock’s~~March ~~severance package~~31, ~~the~~2013 ~~Company~~as ~~agrees~~she tohad ~~extend~~already ~~106,666 options to expire on December 31, 2017~~resigned. ~~This modification~~ ~~resulted~~All ~~in stock compensation expense~~ of ~~$8,583~~Mrs. ~~which~~Glaser’s isoptions ~~recorded~~were asalso ~~general~~cancelled. ~~and~~As ~~administrative expense in the accompanying statements~~ of ~~operations~~June ~~for~~30, ~~the~~2013, ~~three~~no ~~and~~amounts ~~nine~~were ~~months~~due ~~ended~~to ~~December~~Mrs. ~~31, 2012~~Glaser.

Note 10 – Segment Information

The Company reports information about operating segments, as well as disclosures about products and services and major customers. Operating segments are defined as revenue-producing components of the enterprise, which are generally used internally for evaluating segment performance. Management has determined that the water disposal operations of SWD wells (“collectively Pro Water Utah and ProWater Colorado shall be referred to herein collectively as “ProWater”) and the operations of SET Corp (“SET Corp”) should be disclosed separately as management reviews financial statements for these entities separately and makes decisions independently of the other entities included within the Company’s financial statements. All intercompany transactions between the reportable segments are eliminated upon consolidation of the Company. AtAs ~~December~~of 31June 30, ~~2012~~2013, the ~~Pro~~ProWater ~~Water~~ segment is the only revenue producing segment. Asand ~~of December 31, 2012, the Company~~ operates in ~~two~~Utah ~~geographic~~and ~~areas~~North Dakota.

~~F-11~~The Company evaluates the performance of its segments based on net income (loss) from continuing operations. Certain income and charges are not allocated to segments in the Company’s management reports because they are not considered in evaluating the segments’ operating performance. The following is a summary of information about profit or loss and assets by segment:

The Company evaluates the performance of its segments based on net income (loss) from continuing operations. Certain income and charges are not allocated to segments in the Company’s management reports because they are not considered in evaluating the segments’ operating performance. The following is a summary of information about profit or loss and assets by segment:F-11

	For the Three Months Ended									For the Three Months Ended
	December 31, 2012									December 31, 2011
	June 30, 2013									June 30, 2012
	Pro Water			SETCORP			Total			Pro Water			SETCORP			Total
	ProWater			SET Corp			Total			Pro Water			SET Corp			Total
Revenues	$	~~890~~567,~~478~~597		$	–		$	~~890~~567,~~478~~597		$	~~936~~983,~~159~~205		$	–		$	~~936~~983,~~159~~205
Cost of revenues		~~397~~566,~~209~~851			–			~~397~~566,~~209~~851			~~413~~277,~~288~~914			–			~~413~~277,~~288~~914
Gross profit		~~493,269~~746			–			~~493,269~~746			~~522~~705,~~871~~291			–			~~522~~705,~~871~~291
Operating expenses:
General and administrative		~~355~~127,~~695~~488			~~480~~309,~~750~~392			~~836~~436,~~445~~880			~~143~~115,~~315~~896			~~349~~572,~~339~~672			~~492~~688,~~654~~568
Research and development		–			–			–			–			26,148			26,148
Total operating expenses		127,488			309,392			436,880			115,896			572,672			688,568
Total operating expenses		355,695			480,750			836,445			143,315			375,487			518,802
Operating income (loss)		(126,742	)		(309,392	)		(436,134	)		589,395			(572,672	)		16,723
Operating income (loss)		137,574			(480,750	)		(343,176	)		379,556			(375,487	)		4,069
Other income (expense):
Interest income		~~138~~19			–18			~~138~~37			11105			71496			82601
Interest expense		(453,~~228~~365,605	)		(2,~~057~~048	)		(473,~~285~~367,653	)		(2347,~~780~~982	)		(466,~~309~~977	)		(7054,~~089~~959	)
Change in fair value of derivative liability		–			~~4,437~~–			~~4,437~~–			–			~~228~~85,~~018~~149			~~228~~85,~~018~~149
Other, net		–			~~48,031~~–			~~48,031~~–			(427,~~739~~721	)		~~(27~~43,~~495~~165	)		~~(32~~15,~~234~~444	)
Total other income (expense)		(453,~~090~~365,586	)		50(2,~~411~~030	)		5(3,~~321~~367,616	)		(2875,~~508~~598	)		~~154~~121,~~285~~833			~~125~~46,~~777~~235
Income (loss) before provision for income taxes		92(3,~~484~~492,328	)		(~~430~~311,~~339~~422	)		(~~337~~3,~~855~~803,750	)		~~351~~513,~~048~~797			(~~221~~450,~~202~~839	)		~~129~~62,~~846~~958
Provision for income taxes								132,~~338~~400									758,000
Net loss from continuing operations								(351,193	)								122,846
Net income (loss) from continuing operations								(3,806,150	)								4,958
Net income from discontinued operations								–									–
Net income (loss) including noncontrolling interests								(351,193	)								122,846
Net income (loss)							$	(3,806,150	)							$	4,958
Less: Net loss from noncontrolling interests								10,926									–
Net income (loss) attributable to SETS							$	(340,267	)							$	122,846

~~F-12~~The geographic locations of the injection wells are a direct factor with relation to the radius of customer’s wells that can be economically serviced. While there are several key factors to obtaining new business, the ratio of available business per customer is based solely on the number of wells the customer has within the serviceable radius of the injection well. As new oil and gas wells are developed within the serviceable radius of the well, the ratio of customers to percentage of business will decrease. Until new wells are developed the expected customer to business ratio are not expected to change. All revenue and receivable concentrations disclosed in Note 2 related to the ProWater segment.

	For the Nine Months Ended									For the Nine Months Ended
	December 31, 2012									December 31, 2011
		Pro Water			SETCORP			Total			Pro Water			SETCORP			Total
Revenues	$	2,773,174		$	–		$	2,773,174		$	3,280,864		$	–		$	3,280,864
Cost of revenues		978,551			–			978,551			1,273,600			–			1,273,600
Gross profit		1,794,623			–			1,794,623			2,007,264			–			2,007,264
Operating expenses:
General and administrative		658,442			1,395,851			2,054,293			334,330			958,064			1,292,394
Research and development		–			–			–			–			125,292			125,292
Total operating expenses		658,442			1,395,851			2,054,293			334,330			1,083,356			1,417,686
Operating income (loss)		1,136,181			(1,395,851	)		(259,670	)		1,672,934			(1,083,356	)		589,578
Other income (expense):
Interest income		912			580			1,492			35			75			110
Interest expense		(135,151	)		(18,141	)		(153,292	)		(141,869	)		(88,702	)		(230,571	)
Change in fair value of derivative liability		–			119,846			119,846			–			55,149			55,149
Other, net		(27,721	)		91,196			63,475			(6,534	)		32,237			25,703
Total other income (expense)		(161,960	)		193,481			31,521			(148,368	)		(1,241	)		(149,609	)
Income (loss) before provision for income taxes		974,221			(1,202,370	)		(228,149	)		1,524,566			(1,084,597	)		439,969
Provision for income taxes								151,338									7,000
Net income (loss) from continuing operations								(379,487	)								432,969
Net income (loss) from discontinued operations								–									(194	)
Net income (loss) including noncontrolling interests								(379,487	)								432,775
Less: Net loss from noncontrolling interests								10,926									–
Net income (loss) attributable to SETS							$	(368,561	)							$	432,775

As of June 30, 2013, primarily all of the property and equipment was within the ProWater segment of which 19% and 81% was located in Utah and North Dakota, respectively. All assets were located in the United States, with 92% of total assets related to the ProWater segment. Assets related to SET Corp primarily related to cash, prepaids and deferred tax assets.

The geographic locations of the injection wells is a direct factor with relation to the radius of customer’s wells that can be economically serviced. While there are several key factors to obtaining new business, the ratio of available business per customer is based solely on the number of wells the customer has within the serviceable radius of the injection well. As new oil and gas wells are developed within the serviceable radius of the well, the ratio of customers to percentage of business will decrease. Until new wells are developed the expected customer to business ratio are not expected to change. All revenue and receivable concentrations disclosed in Note 211 ~~related~~– ~~to the~~Subsequent ~~Pro Water segment.~~Events

AsSee ofNote ~~December~~9 ~~31,~~for ~~2012,~~legal ~~primarily~~proceedings ~~all~~related ofto ~~the~~Shani ~~assets, with the exception of the SET Corp’s pending patents of $110,835 were within the Pro Water segment~~Investments. ~~All assets were located in the United States, with concentrations of 64% in North Dakota, 23% in Utah, and 11% in California.~~

~~F-13~~In July 2013, the Company received the remaining $250,000 from Horst Geicke that was recorded as a subscription receivable in other current assets on the accompanying balance sheet as of June 30, 2013.

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~F-12

~~You~~Item ~~should~~2. ~~read~~Management’s ~~the~~Discussion ~~following discussion~~ and ~~analysis~~Analysis of ~~our financial condition and results of operations together with "Selected~~ Financial ~~Data"~~Condition and ~~our~~Results financial statements and related notes appearing elsewhere in this Quarterly Report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of ~~certain factors, including, but not limited to, those presented in our prior SEC filings and elsewhere in this Quarterly Report~~Operations.

~~Overview~~You should read the following discussion and analysis of our financial condition and results of operations together with "Selected Financial Data" and our financial statements and related notes appearing elsewhere in this Quarterly Report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those presented in our prior SEC filings and elsewhere in this Quarterly Report.

Our business is dedicated to responsible resource utilization through environmentally sustainable technologies. Our products and services are intended to limit our customer’s environmental impact by conserving valuable and diminishing natural resources. Current and future products include, and are expected to include, innovative eco-technologies that provide patented treatment, recovery, reclamation and re-injection services for Produced Water (which is associated with the oil and gas industry) and the ultra-efficient tri-gen systems that offer combined cooling, heating, and power generation with the added capability of water production from a single energy source. We also will provide customized services that include design, construction, management, operation and maintenance services, and equipment manufacturing for the industrial and municipal sectors. Therefore, we continue to be competitive with our competitors, which range from small start-up enterprises to companies that are larger and more established than us with access to significant financial resources.Overview

~~Products~~Our business is dedicated to responsible resource utilization through environmentally sustainable technologies. Our products and ~~Services~~services are intended to limit our customer’s environmental impact by conserving valuable and diminishing natural resources. Current and future products include, and are expected to include, innovative eco-technologies that provide patented treatment, recovery, reclamation and re-injection services for Produced Water (which is associated with the oil and gas industry) and the ultra-efficient tri-gen systems that offer combined cooling, heating, and power generation with the added capability of water production from a single energy source. We also will provide customized services that include design, construction, management, operation and maintenance services, and equipment manufacturing for the industrial and municipal sectors. Therefore, we continue to be competitive with our competitors, which range from small start-up enterprises to companies that are larger and more established than us with access to significant financial resources.

~~Blue Bench SWD in Duchesne, Utah.~~Products Our Blue Bench Class II Salt Water Disposal (“SWD”) well is operated in Duchesne, Utah by our wholly owned subsidiary Pro Water, LLC, a Utah limited liability company (“Pro Water Utah”). Disposal wells are one of the few, available methods for disposing Produced Water, a byproduct of the oil and gas industry, in that area. The Blue Bench Class II SWD well takes the Produced Water brought in from customers and converts that Produced Water into processed water which can be reused when drilling for oil and gas, or alternatively safely injected into approved formations. The Blue Bench Class II SWD has been operating at previously expected capacity. We are currently exploring additional new technologies to enhance the production capability and cut down on operating costs of the facility. This technology would also improve the oil water separation process, allowing for additional oil recovery.Services

~~Joint~~Blue Bench ~~Venture~~SWD ~~with~~in ~~PWCO~~Duchesne, Utah. Through our ~~ownership~~wholly ~~in,~~owned ~~and~~subsidiary ~~joint~~Pro ~~venture with PWCO~~Water, LLC, a ~~Colorado~~Utah limited liability company (“~~PWCO~~Pro Water Utah”), ~~PWCO owns~~our ~~the~~Blue Bench Class II ~~SWD~~Salt ~~well~~Water inDisposal ~~Cartwright, North Dakota~~ (~~the~~ “~~Cartwright Well~~SWD”), ~~the~~well ~~Class~~is IIoperated ~~SWD~~in ~~well~~Duchesne, inUtah. Disposal ~~Williston,~~wells ~~North~~are ~~Dakota~~one (of the ~~“Williston Well”)~~few, ~~and~~available ~~the~~methods ~~Centerline~~for ~~SWD~~disposing ~~Technology.~~Produced ~~PWCO~~Water, ~~has~~a ~~completed~~byproduct ~~the construction~~ of the ~~Cartwright~~oil ~~Disposal~~and ~~Well.~~gas ~~The~~industry, ~~Cartwright~~in ~~Well~~that ~~went~~area. The ~~into~~Blue ~~partial~~Bench ~~operation~~Class inII ~~November~~SWD ~~2012,~~well ~~but~~takes ~~is still~~ in ~~the~~Produced ~~startup~~Water, ~~phase.~~brought ~~The~~in ~~current~~from ~~data~~customers ~~available~~in tothe ussurrounding ~~implies~~oil ~~that~~and ~~this~~gas ~~well~~fields, ~~has an excellent probability of being~~and ~~able~~converts tothat ~~receive~~Produced ~~large~~Water ~~volumes~~into ofprocessed water. ~~Currently,~~which ~~the~~can ~~Williston~~be ~~Well~~reused ~~has~~for ~~been~~drilling ~~drilled,~~for ~~the~~oil ~~wellhead~~and ~~is completed~~gas, ~~and~~or ~~the~~alternatively safely injected ~~foundations,~~into ~~truck~~approved ~~offloads,~~formations. ~~and~~While the ~~tank~~Blue ~~farm~~Bench ~~have~~Class ~~been~~II ~~installed.~~SWD ~~The~~well ~~pump~~previously ~~facility~~operated ~~for~~at ~~the~~greater ~~Williston~~than ~~Well~~expected ~~has~~capacity, ~~been~~current ~~finalized~~estimates ~~and~~have isled ~~expected~~us to bebelieve ~~delivered~~that in the ~~next~~overall ~~several~~well ~~months.~~capacity Weis ~~anticipate~~lower ~~that~~than ~~the~~expected, ~~Williston~~and ~~Well~~therefore ~~will~~we beare incurrently exploring ~~operation~~additional bynew technologies to enhance the ~~summer~~production ofcapability ~~2013.~~and ~~The~~cut ~~current~~down ~~data~~on ~~available~~operating tocosts usat ~~implies~~the ~~that~~facility. ~~this~~This ~~well~~technology would also ~~has~~improve athe ~~good~~oil ~~probability~~water ofseparation ~~being able~~process, toallowing ~~receive~~for ~~large~~additional ~~volumes~~oil ~~of water~~recovery.

~~MultiGen~~Centerline SWD Technology. ~~The~~and ~~MultiGen is~~SWD aWells ~~highly~~in ~~efficient,~~North ~~reliable,~~Dakota. ~~low-emission~~Through ~~and~~our ~~commercially~~wholly ~~proven~~owned ~~integrated~~subsidiary ~~solution that uses natural gas~~ProWater, ~~biogas~~LLC, ~~diesel or other fuels to power~~ a ~~micro-turbine~~Colorado ~~that~~limited ~~in turn powers a chiller running our patent-pending air conditioning/water-from-air~~liability ~~generation~~company ~~unit.~~(“ProWater ~~Currently~~Colorado”), ~~our~~we ~~first~~own, ~~patent~~operate ~~pending~~and ~~production~~manage ~~model,~~the ~~MultiGen~~Class ~~system~~II ~~has~~SWD ~~been~~wells ~~successfully installed~~ in ~~Australia. It~~Cartwright, ~~was~~North ~~partially~~Dakota ~~started in October of 2012 with~~ (the ~~water-maker and AC unit put into service first. The Capstone generator was~~“Cartwright ~~successfully commissioned on February 2~~Well”), ~~2013~~ and isthe ~~anticipated~~Class toII beSWD ~~put~~well ~~into complete 24-hour operation~~ in ~~March~~Williston, ~~2013.~~North ~~This first~~Dakota ~~installation was done in conjunction with~~ (the ~~Queensland~~“Williston ~~Government and their relationship with the TAFE School. This first project will allow us the opportunity to do additional government projects in Australia~~Well”), ~~as the MultiGen has now passed Australia’s rigorous installation~~ and ~~permitting processes. The current installation allows us to show customers~~ the ~~MultiGen~~Centerline inSWD ~~an actual operating environment with real-time monitoring of all outputs including electricity, heat, air conditioning and water production~~Technology.

1The Cartwright Well construction has been completed, and the well is in partial operation. The Cartwright Well is anticipated to be in full operation in fall of 2013. The current data available to us implies that this well has an excellent probability of being able to receive large volumes of water.

~~DynIX®~~The Williston ~~Technology.~~Well ~~Our~~has ~~patented DynIX®~~been ~~wastewater~~drilled, ~~treatment~~the ~~technology~~wellhead is ~~based~~completed onand anthe ~~ion-exchange~~tank ~~process~~farm ~~for~~has ~~the~~been ~~treatment~~installed. ~~and~~As ~~reclamation~~additional offinancing ~~CBM~~is ~~water~~secured, ~~a byproduct from~~ the ~~oil~~pump ~~and~~facility ~~gas~~for ~~industry.~~the WeWilliston ~~have~~Well ~~changed~~is ~~our~~expected ~~strategy from solely a build~~ to ~~sell~~be ~~manufacturing~~delivered ~~environment to~~in ~~include a royalty-based model whereby~~ the ~~Company~~next ~~would~~several ~~license~~months ~~its~~and ~~DynIX®~~is ~~Technology~~anticipated to ~~achieve~~be ~~royalty~~in ~~income. While~~operation ~~current~~by ~~gas prices have greatly hindered~~ the ~~development~~spring ~~and~~of ~~processing~~2014. ofCurrent ~~CBM~~data ~~gas,~~available weto ~~remain~~us ~~confident~~implies that ~~once~~this ~~gas~~well ~~prices~~also ~~rebound, CBM~~has ~~production~~a ~~will~~good ~~again~~probability ~~increase~~of ~~and~~being ~~DynIX®~~able ~~will~~to ~~create~~receive large ~~future~~volumes ~~opportunities~~of ~~for the growth and expansion at SET Corp~~water.

~~Results~~MultiGen. The ofMultiGen ~~Operations~~is ~~for~~a ~~the~~highly ~~Three~~efficient, ~~Months~~reliable, ~~Ended~~low-emission ~~December 31~~and commercially proven integrated solution that uses natural gas, ~~2012~~biogas, diesel ~~and~~or ~~2011~~other fuels to power a micro-turbine that in turn powers a chiller running our patent-pending air conditioning/water-from-air generation unit.

~~The~~After extended ~~following~~delays, ~~table~~World ~~summarizes~~Environmental Solutions Pty Ltd., an Australian company (“WES”), the ~~results~~company in which we entered ofinto ~~continuing~~the ~~operations~~Technology ~~amounts~~Purchase Agreement, and amendments thereto (collectively referred to herein as the “Technology Purchase Agreement”), was able to install the first, patent pending production model, MultiGen in Australia. After over a year delay, the production model was partially started in October of 2012 with the ~~Company~~water-maker ~~for~~and AC unit put into service first. The Capstone generator was successfully commissioned on February 2, 2013 and was anticipated to be put into complete 24-hour operation in March of 2013, but has been delayed indefinitely. This first installation was done in conjunction with the ~~periods~~Queensland Government and their ~~dates~~relationship ~~shown:~~with the TAFE School.

	For the Three Months Ended December 31,
	2012			2011
Combined Statement of Operations Data:
Revenue	$	890,478		$	936,159
Cost of revenue		397,209			413,288
Operating expenses		836,445			518,802
Operating income (loss)		(343,176	)		4,069
Other income		5,321			125,777
Income (loss) from continuing operations		(337,855	)		129,846
Net income (loss) attributable to SETS	$	(340,267	)	$	122,846

~~Revenues~~In reliance ~~decreased~~upon ~~$45,681~~sales orprojections 5%and timelines as provided to us by WES and its CEO, ~~for~~previous ~~the~~management used its business judgment ~~three~~to ~~months~~utilize ~~ended~~the ~~December~~Company’s 31financial resources, ~~2012~~which ~~compared~~instead could have been used to ~~the~~grow ~~corresponding~~Company ~~period~~assets in Utah and North Dakota, to produce and ship to Australia on behalf of WES the ~~prior~~first ~~year~~MultiGen unit. However, ~~This~~as ~~decrease~~of isJune ~~based~~30, ~~upon~~2013, ~~management’s~~WES has ~~decision~~failed to ~~reduce~~provide ~~its~~us ~~volume~~with ~~intake~~any reasonable updates as requested in regards to ~~maximize~~accurate ~~the~~projections, ~~wells~~timelines, ~~longevity~~and likely royalty payments. Furthermore, ~~The~~WES ~~long~~and ~~term~~its ~~effect~~CEO ofhave ~~utilizing~~failed ~~the~~to ~~wells~~achieve, ~~maximum~~or ~~capacity~~even come close to achieving, any of the projections and ~~would~~timelines ~~create~~that ~~additional~~they ~~capital~~provided ~~investment~~to us, and ~~maintenance~~our ~~costs~~shareholders, ~~that~~at ~~outweigh~~the 2010 Annual Shareholders Meeting. As such, current management has carefully evaluated the ~~benefits~~delays in WES getting the first MultiGen unit to ~~short~~market, ~~term~~the ~~revenue~~repayment ~~gains.~~for ~~The~~such ~~well~~unit, the effects that issuch ~~currently~~delays ~~averaging~~have ~~over~~had 5on the value of such assets,~~800~~ ~~BPD~~WES’s ~~which~~inability isto ~~greater~~fulfill ~~than~~previous ~~the~~sales ~~original~~projections ~~forecast~~and projected royalty payments, combined with the direct effect this has had on our corporate stock prices. The ~~Company’s~~conclusion ~~largest~~of ~~customer~~this evaluation, combined ~~accounted~~with ~~for~~the ~~83%~~lack of ~~revenue~~any ~~compared~~reasonable updates from WES, has led current management in its business judgment to ~~80%~~cease ~~for~~current promotion of MultiGen, until such time that we are assured by WES that such efforts are to the ~~corresponding~~benefit ~~prior~~of ~~period~~the Company and our shareholders.

~~Cost~~Results of ~~revenue~~Operations ~~decreased $16,079 or 4%,~~ for the ~~three~~Three ~~months~~Months ~~ended~~Ended ~~December~~June 3130, ~~2012 compared to the corresponding period of the prior year. As a percentage of~~ ~~revenues,~~2013 ~~cost~~And of revenue was 45% compared to 44% in the prior year period. Items included within cost of revenues represent labor, depreciation and amortization, equipment rental, supplies, utilities, repair and maintenance. Principal factors contributing to the increase in cost of revenue included an increase in variable expenditures such as rental equipment and repair and maintenance due to the barrels produced. Payroll related costs are primarily fixed due to the minimal staffing required to monitor the facility and thus do not fluctuate significantly from period to period.2012

~~Total~~The ~~operating~~following ~~expenses increased~~table ~~$317,643~~summarizes ~~or 61% for~~ the ~~three~~results ~~months ended December 31, 2012 compared to the corresponding period~~ of ~~the~~continuing ~~prior year~~operations ~~due~~amounts toof ~~traveling and administrative costs related to~~ the ~~previously~~Company ~~disclosed pending acquisition that was cancelled and approximately $89,000 increase in stock based compensation due to options and shares issued~~ for services. Operating expenses include management and administrative personnel costs (including non-cash stock-based compensation), corporate office costs, accounting fees, depreciation and amortization, legal expense, information systems expense, product marketing, and sales expense. During the ~~three~~periods ~~months ended December 31, 2012~~ and ~~2011,~~dates expenditures included approximately $328,000 and $239,000 for stock based compensation, $70,000 and $74,000 in professional fees, $166,000 and $92,000 in salaries and wages, respectively, and general corporate expenditures for the Company for rent, utilities, etc.shown:

Total other income decreased $120,456 for the three months ended December 31, 2012 compared to the corresponding prior period due to a decrease in the change in fair value of derivative liability from $228,018 to $4,437. Other income includes interest income, interest expense, change in fair value of derivative liability, and gain on settlement of payables and accrued liabilities.

	Three Months Ended June 30,
	2013			2012
Combined Statement of Operations Data:
Revenue	$	567,597		$	983,205
Cost of revenue		566,851			277,914
Operating expenses		436,880			688,568
Operating income (loss)		(436,134	)		16,723
Other income (expense)		(3,367,616	)		46,235
Income (loss) from continuing operations		(3,803,750	)		62,958
Net income	$	(3,806,150	)	$	4,958

~~Provision~~Revenues ~~for~~decreased ~~income taxes increased~~ $6415,~~338~~ 608 or 9142%, for the three months ended ~~December~~June 3130, ~~2012~~2013 compared to the corresponding prior period. This decrease is based upon management’s decision to reduce its volume intake to maximize the Blue Bench Class II SWD wells longevity. The long term effect of utilizing the wells maximum capacity would create additional capital investment and maintenance costs that outweigh the benefits to short term revenue gains. The Blue Bench Class II SWD well and Cartwright Well are currently averaging over 5,500 BPD and 1,800 BPD, respectively, which is within the original forecast projected. The Company’s largest customer accounted for 48% of revenue compared to 79% for the corresponding prior ~~year~~period due to ~~use~~the start up of ~~deferred tax~~the ~~assets~~Cartwright Well.

2Cost of revenue increased $288,937 or 104%, for the three months ended June 30, 2013 compared to the corresponding prior period. As a percentage of revenues, cost of revenue was 99% compared to 28% in the prior period. Items included within cost of revenues represent labor, depreciation and amortization, equipment rental, supplies, utilities, repair and maintenance. Principal factors contributing to the increase in cost of revenue included an increase in variable expenditures, such as materials disposal, rental equipment and repair and maintenance due to an increase in costs by our vendors. Payroll related costs are primarily fixed due to the minimal staffing required to monitor the facility and thus do not fluctuate significantly from period to period. Significant costs incurred during the three months ended June 30, 2013 were approximately $123,000 of material disposal and chemical costs for the Cartwright Well which was approximately 60% of revenue generated from that well. In addition, depreciation expense of approximately $149,000 and $44,000 is allocated to cost of revenue during the three months ended June 30, 2013 and 2012, respectively.

~~Segment~~Total ~~Results~~operating expenses decreased $251,688 or 37% for the ~~Three~~three ~~Months~~months ended June 30, 2013 compared to the corresponding prior period due to traveling and administrative ~~Ended~~costs ~~December~~related 31to the previously disclosed pending acquisition that was cancelled and approximately $225,000 decrease in stock based compensation due to options and shares issued for services. Operating expenses include management and administrative personnel costs (including non-cash stock-based compensation), corporate office costs, accounting fees, depreciation and amortization, legal expense, information systems expense, product marketing, and sales expense. During the three months ended June 30, 2013 and 2012, expenditures included approximately $35,000 and ~~2011~~$260,000 for stock based compensation, $134,000 and $98,000 in professional fees, $105,000 (including $45,000 in severance) and $155,000 in salaries and wages, respectively, and general corporate expenditures for the Company for rent, utilities, etc.

~~The~~Total ~~following~~other ~~should~~expense bewas ~~read~~$3,367,616 ~~in conjunction~~for ~~with~~ the ~~quarterly~~three ~~financial~~months ~~results~~ended ofMarch ~~fiscal~~31, ~~2012~~2013 ~~for~~compared ~~each reporting segment. See “Notes~~ to ~~Consolidated~~income ~~Financial~~of ~~Statements~~$46, ~~Note~~235 10for —the ~~Segment~~corresponding ~~Information.”~~prior ~~The~~period ~~Company~~due ~~evaluates~~to the ~~performance~~additional ofinterest expense ~~its~~related ~~segments~~to ~~based~~the onconversion ~~net~~of ~~loss~~the ~~from~~Horst ~~continuing operations.~~Geicke ~~Certain~~note ~~income~~ and ~~charges~~Bridgewell ~~are~~Worldwide ~~not~~Limited ~~allocated~~note topayable ~~segments~~of in$323,077 ~~the~~and ~~Company’s~~$2,904,615, respectively. ~~management~~Other ~~reports~~income ~~because~~(expense) ~~they~~includes ~~are not~~interest ~~considered~~income, ininterest ~~evaluating~~expense, ~~the~~change ~~segments’~~in ~~operating~~fair ~~performance.~~value ~~The~~of ~~following~~derivative isliability, and again ~~summary~~on settlement of ~~information~~payables ~~about~~and ~~profit or~~accrued ~~loss by segment:~~liabilities.

	For the Three Months Ended									For the Three Months Ended
	December 31, 2012									December 31, 2011
	Pro Water			SETCORP			Total			Pro Water			SETCORP			Total
Revenues	$	890,478		$	–		$	890,478		$	936,159		$	–		$	936,159
Cost of revenues		397,209			–			397,209			413,288			–			413,288
Gross profit		493,269			–			493,269			522,871			–			522,871
Operating expenses:
General and administrative		355,695			480,750			836,445			143,315			349,339			492,654
Research and development		–			–			–			–			26,148			26,148
Total operating expenses		355,695			480,750			836,445			143,315			375,487			518,802
Operating income (loss)		137,574			(480,750	)		(343,176	)		379,556			(375,487	)		4,069
Other income (expense):
Interest income		138			–			138			11			71			82
Interest expense		(45,228	)		(2,057	)		(47,285	)		(23,780	)		(46,309	)		(70,089	)
Change in fair value of derivative liability		–			4,437			4,437			–			228,018			228,018
Other, net		–			48,031			48,031			(4,739	)		(27,495	)		(32,234	)
Total other income (expense)		(45,090	)		50,411			5,321			(28,508	)		154,285			125,777
Income (loss) before provision for income taxes		92,484			(430,339	)		(337,855	)		351,048			(221,202	)		129,846
Provision for income taxes								13,338									7,000
Net loss from continuing operations								(351,193	)								122,846
Net income from discontinued operations								–									–
Net income (loss) including noncontrolling interests								(351,193	)								122,846
Less: Net loss from noncontrolling interests								10,926									–
Net income (loss) attributable to SETS							$	(340,267	)							$	122,846

~~Pro~~Provision ~~Water~~for income taxes was $2,400 for the three months ended June 30, 2013 compared to a provision of $58,000 for the corresponding prior period based on estimated taxable income.

~~All~~Segment ~~revenues~~Results ~~and~~for ~~cost of revenues are associated with~~ the ~~Pro~~Three ~~Water~~Months ~~segment.~~Ended ~~See~~June ~~explanation~~30, ~~above regarding changes in revenues~~ 2013 and ~~cost of revenues.~~2012

~~Total~~The ~~operating~~following ~~expenses~~should ~~increased~~be ~~$212,380~~read in conjunction orwith ~~148%~~the quarterly financial results of fiscal 2013 for ~~the~~each ~~three~~reporting ~~months~~segment. ~~ended~~See ~~December~~“Notes 31to Consolidated Financial Statements, Note ~~2012~~10 ~~compared~~— toSegment Information.” The Company evaluates the ~~prior~~performance ~~period~~of ~~presented~~its ~~due~~segments tobased ~~the~~on ~~increase~~net inincome ~~management~~from ~~and~~continuing ~~administrative~~operations. ~~costs~~Certain ofincome and charges are not allocated to segments in the Company’s asmanagement ~~discussed~~reports ~~above.~~because ~~Also~~they asare not aconsidered ~~result,~~in asevaluating the segments’ operating performance. The following is a ~~percentage~~summary of ~~revenue,~~information ~~operating~~about ~~expenses increased~~profit ~~from~~or ~~15%~~loss toby ~~40%.~~segment:

Total other expense increased $16,582 or 58% for the three months ended December 31, 2012 compared to the prior period presented due to an increase in financing activities. Other expense includes interest income and interest expense. The increase during the current period was primarily related to approximately $45,000 of amortization expense related to the beneficial conversion feature allocated to Pro Water in connection with the $2.0 million note payable to the former shareholder of Pro Water.

	For the Three Months Ended									For the Three Months Ended
	June 30, 2013									June 30, 2012
	ProWater			SET Corp			Total			Pro Water			SET Corp			Total
Revenues	$	567,597		$	–		$	567,597		$	983,205		$	–		$	983,205
Cost of revenues		566,851			–			566,851			277,914			–			277,914

Gross profit		746			–			746			705,291			–			705,291

Operating expenses:
General and administrative		127,488			309,392			436,880			115,896			572,672			688,568
Total operating expenses		127,488			309,392			436,880			115,896			572,672			688,568

Operating income (loss)		(126,742	)		(309,392	)		(436,134	)		589,395			(572,672	)		16,723
Other income (expense):
Interest income		19			18			37			105			496			601
Interest expense		(3,365,605	)		(2,048	)		(3,367,653	)		(47,982	)		(6,977	)		(54,959	)
Change in fair value of derivative liability		–			–			–			–			85,149			85,149
Other, net		–			–			–			(27,721	)		43,165			15,444
Total other income (expense)		(3,365,586	)		(2,030	)		(3,367,616	)		(75,598	)		121,833			46,235

Income (loss) before provision for income taxes		(3,492,328	)		(311,422	)		(3,803,750	)		513,797			(450,839	)		62,958

Provision for income taxes								2,400									58,000
Net income (loss) from continuing operations								(3,806,150	)								4,958
Net income from discontinued operations								–									–
Net income (loss)							$	(3,806,150	)							$	4,958

3ProWater (“Pro Water Utah” and “ProWater Colorado”)

~~SET~~All ~~Corp~~revenues and cost of revenues are associated with the ProWater segment. See explanation above regarding changes in revenues and cost of revenues.

~~There~~Total isoperating noexpenses ~~revenue~~increased ~~generated~~$11,592 or by10% ~~this segment~~ for ~~any~~the ofthree months ended June 30, 2013 compared to the ~~periods~~prior period presented due to the increase in management and administrative costs of the Company as discussed above. Also as a result, as a percentage of revenue, operating expenses increased from 12% to 22%.

Total ~~operating~~other ~~expenses~~expense ~~for~~increased $3,289,988 or 4352% for the three months ended ~~December~~June 3130, ~~2012~~2013 ~~increased $105,263~~ compared to the prior period ~~presented~~ due to ~~increased operations.~~the ~~Operating~~additional ~~expenses~~interest ~~include management and administrative personnel costs (including non-cash stock-based compensation), corporate office costs, accounting fees, depreciation and amortization, legal~~ expense, ~~information~~related ~~systems~~to ~~expense, product marketing, sales expense, and research and development expenses. During~~ the ~~three~~conversion ~~months~~of ~~ended~~Bridgewell ~~December~~Worldwide ~~31, 2012~~Limited ~~and~~note ~~2011,~~payable ~~expenditures~~of ~~included approximately~~ $~~148~~2,~~000 and $218~~904,~~000 for stock based compensation, $70,000 and $74,000 in professional fees, $68,000 and 46,000 in salaries and wages, and general corporate expenditures for SET Corp for rent, utilities, etc~~615.

~~Total~~SET other income for the three months ended December 31, 2012 decreased $103,874 or 67% compared to the prior period presented due to a decrease in the change in fair value of derivative liability of $223,581. Other income includes interest expense, change in fair value of derivative liability, and other.Corp

~~Results~~There ofis ~~Operations~~no ~~for~~revenue ~~the~~generated ~~Nine Months~~by ~~Ended~~this ~~December~~segment for ~~31,~~any ~~2012~~of ~~And~~the ~~2011~~periods presented.

~~The~~Total ~~following~~operating ~~table~~expenses ~~summarizes~~for the ~~results~~three ofmonths ~~continuing~~ended ~~operations~~June ~~amounts~~30, 2013 decreased $263,280 or 46% compared to the prior period presented due to the decrease in stock compensation and decrease in salaries as a result of the ~~Company~~resignation ~~for~~of Mr. and Mrs. Glaser. Operating expenses include management and administrative personnel costs (including non-cash stock-based compensation), corporate office costs, accounting fees, depreciation and amortization, legal expense, information systems expense, product marketing, sales expense, and research and development expenses. During the three ~~periods~~months ended June 30, 2013 and ~~dates~~2012, ~~shown:~~expenditures included approximately $28,000 and $236,000 for stock based compensation, $114,000 and $97,000 in professional fees, $77,500 (including $45,000 in severance) and $109,000 in salaries and wages, respectively, and general corporate expenditures for SET Corp for rent, utilities, etc.

	For the Nine Months Ended December 31,
	2012			2011
Combined Statement of Operations Data:
Revenue	$	2,773,174		$	3,280,864
Cost of revenue		978,551			1,273,600
Operating expenses		2,054,293			1,417,686
Operating income (loss)		(259,670	)		589,578
Other income (expense)		31,521			(149,609	)
Income (loss) from continuing operations		(228,149	)		439,969
Net income (loss) attributable to SETS	$	(368,561	)	$	432,775

~~Revenues~~Total ~~decreased~~other ~~$507,690~~expenses ~~or 15%,~~ for the ~~nine~~three months ended ~~December~~June 3130, ~~2012~~2013 was $2,030 compared to ~~the~~income ~~corresponding~~of ~~period~~$121,833 offor the prior ~~year.~~period ~~This~~presented ~~decrease~~due ~~is based upon management’s decision~~ to ~~reduce~~approximately ~~its~~$85,000 ~~volume intake to maximize the wells longevity. The long term effect~~ of ~~utilizing the wells maximum capacity~~change ~~would~~in ~~create~~fair ~~additional~~value capital investment and maintenance costs that outweigh the benefits to short term revenue gains. The well is currently averaging over 5,800 BPD which is greater than the original forecast projected. The Company’s largest customer accounted for 83% of ~~revenue~~derivative ~~compared~~liability toin ~~80% for~~ the ~~corresponding~~ prior period.

~~Cost~~Liquidity of revenue decreased $295,049 or 23%, for the nine months ended December 31, 2012 compared to the corresponding period of the prior year. As a percentage of revenues, cost of revenue was 35% compared to 39% in the prior year period. Items included within cost of revenues represent labor, depreciation and ~~amortization,~~Management’s equipment rental, supplies, utilities, repair and maintenance. Principal factors contributing to the decrease in cost of revenue included a decrease in variable expenditures such as rental equipment and repair and maintenance due to the decrease in barrels produced. Payroll related costs are primarily fixed due to the minimal staffing required to monitor the facility and thus do not fluctuate significantly from period to period.Plans

~~Total~~As ~~operating~~shown ~~expenses~~in ~~increased $636,607~~the oraccompanying ~~45%~~consolidated financial ~~for~~statements, during the ~~nine~~three months ended ~~December~~June 3130, ~~2012~~2013, ~~compared~~we toincurred ~~the~~an ~~corresponding~~operating ~~period~~loss before income taxes of ~~the~~$3,803,750. As of ~~prior~~June ~~year~~30, ~~due~~2013, ~~to traveling~~we ~~and~~had ~~administrative~~a ~~costs~~working ~~related~~capital todeficit ~~the~~of ~~previously~~$892,632. ~~disclosed~~In ~~pending~~addition, ~~acquisition~~operations ~~that~~are ~~was~~primarily ~~cancelled~~concentrated ~~and approximately~~with ~~$374~~three customers,~~000~~ one ~~increase~~which inrepresented ~~stock~~48%, ~~based~~one ~~compensation~~which ~~due~~represented to20%, ~~options~~ and ~~shares~~one ~~issued~~which ~~for~~represented ~~services~~12% of total revenues. ~~Operating~~During ~~expenses include~~the ~~management~~three ~~and~~months ended ~~administrative~~June ~~personnel~~30, ~~costs~~2013, ~~(including~~we ~~non-~~used cash ~~stock-based~~flows ~~compensation)~~in operations of $1,939,330. ~~corporate~~The ~~office~~net ~~costs~~loss during the three months ended June 30, 2013 was ~~accounting~~primarily ~~fees,~~due ~~depreciation~~to ~~and~~a ~~amortization,~~42% ~~legal~~decrease ~~expense,~~in ~~information~~revenue ~~systems~~due ~~expense,~~to ~~product~~a ~~marketing,~~29% ~~and~~decrease in sales ~~expense~~ with our majority water processing customer. During the three ~~nine~~ months ended ~~December~~June 3130, ~~2012~~2013, we funded operations through cash flows generated from the ProWater segment and ~~2011,~~sales ~~expenditures~~of ~~included~~common ~~approximately~~stock. ~~$788~~In fiscal 2014,~~000~~ we intend to fund operations and ~~$414,000~~pay ~~for~~down ~~stock~~liabilities ~~based~~through ~~compensation~~cash on hand and the positive cash flow being generated by the Pro Water segment. In addition, we intend to continue to negotiate the settlement of liabilities. The Company has converted over $~~237~~3,600,000 of debt into stock and its majority shareholder has committed to $~~189~~2,600,000 in ~~professional~~a ~~fees,~~stock ~~$437,000~~purchase ~~and~~agreement of which $~~275~~2,600,000 inhas ~~salaries~~been received and ~~wages,~~has ~~respectively,~~been ~~and~~used ~~general~~to ~~corporate~~decrease ~~expenditures~~ProWater ~~for~~Colorado ~~the~~payables ~~Company~~from ~~for~~approximately ~~rent~~$3, ~~utilities~~000,000 to ~~etc~~$1,100,000.

~~Total~~If ~~other~~current ~~income~~and ~~was~~projected ~~$31,251~~revenue ~~for~~growth does not meet Management estimates, the Management may choose to raise additional capital through debt and/or equity transactions, ~~nine~~renegotiate ~~months~~current ~~ended~~convertible ~~December~~debt 31obligations, ~~2012~~reduce ~~compared~~certain tooverhead ~~expense~~costs through the deferral of ~~$149~~salaries and other means,~~609~~ and ~~for~~settle ~~the~~liabilities ~~corresponding~~through ~~prior~~negotiation. ~~period~~Currently, ~~due~~we tocannot aprovide ~~decrease~~assurance inthat such financing ~~activities.~~ ~~Other~~will ~~income~~be ~~(expense)~~available ~~includes~~to ~~interest~~us on ~~income~~favorable terms, ~~interest~~or ~~expense~~at all. If, ~~change~~after inutilizing ~~fair~~the ~~value~~existing sources of ~~derivative~~capital ~~liability,~~available ~~and gain~~to onus, ~~settlement~~further ofcapital ~~payables~~needs are identified and ~~accrued~~if ~~liabilities.~~we ~~The~~are ~~other~~not ~~income~~successful ~~during~~in obtaining the ~~current~~financing, ~~period~~we ~~was~~may ~~primarily~~be ~~related~~forced to ~~$119,846~~curtail our existing or planned future operations. We believe our plans will enable us to ~~the~~continue ~~change~~for a period in ~~fair~~excess ~~value~~of one year from the date of ~~derivative~~the ~~liability~~most ~~and~~recent balance sheet. The Company currently has $~~153~~218,~~292~~720 in cash on hand and is expected to fund operations for a period of ~~interest~~at ~~expense~~least one year with revenue generated from the ProWater segment.

4Operating Activities

~~Provision~~Cash ~~for~~used ~~income~~in ~~taxes~~operating ~~increased~~activities were $~~144~~1,~~338 or 2~~939,~~062%~~330 ~~for~~and provided by operating activities were $73,051 the ~~nine~~three months ended ~~December~~June 3130, 2013 and 2012, ~~compared~~respectively. In 2013, tothis was the ~~corresponding~~result ~~period~~of a net loss of ~~the~~$3,806,150 ~~prior~~offset ~~year~~by ~~due~~non-cash toand ~~use~~non-operating ofitems ~~deferred~~(depreciation, stock-based compensation, change in fair value of warrant liability, stock issued for services, income tax provision, fair value of stock issued in excess of notes payable converted, and interest expense from the amortization of debt discounts) totaling $3,554,083 and net outflow of current assets ~~compared~~and liabilities of $1,687,263, which was primarily due to the ~~previous~~decrease ~~period~~in ~~presented~~accounts payable.

~~Segment~~Investing ~~Results for the Nine Months Ended December 31, 2012 and 2011~~Activities

~~The~~Cash ~~following~~used ~~should~~in beinvesting ~~read~~activities ~~in conjunction~~during ~~with~~ the ~~quarterly~~three ~~financial~~months ~~results~~ended ofJune ~~fiscal~~30, 2013 and 2012 ~~for~~were ~~each~~$225,842 ~~reporting~~and ~~segment~~$726,283, respectively. ~~See~~In ~~“Notes~~2013 toand ~~Consolidated~~2012, ~~Financial~~the ~~Statements,~~primary investing ~~Note~~activity 10was —purchase ~~Segment~~of ~~Information.”~~fixed ~~The~~assets ~~Company~~related ~~evaluates~~to the ~~performance~~injection wells of ~~its~~$165,842 ~~segments~~and ~~based~~$726,283, onrespectively. ~~net~~Also ~~income~~in ~~(loss)~~2013, ~~from~~$60,000 ~~continuing~~was ~~operations.~~used ~~Certain~~for ~~income~~bonds ~~and~~related ~~charges are not allocated~~ to ~~segments in~~ the ~~Company’s~~injection ~~management~~wells. ~~reports~~Significant ~~because they~~expenditures ~~are~~were ~~not~~made ~~considered~~by inus ~~evaluating~~to ~~the~~automate, ~~segments’~~winterize ~~operating~~and ~~performance.~~add ~~The~~additional stations ~~following~~to isthe aBlue ~~summary~~Bench ofSWD ~~information~~injection ~~about profit~~well orfor ~~loss~~increased byproduction ~~segment:~~in 2012.

	For the Nine Months Ended									For the Nine Months Ended
	December 31, 2012									December 31, 2011
	Pro Water			SETCORP			Total			Pro Water			SETCORP			Total
Revenues	$	2,773,174		$	–		$	2,773,174		$	3,280,864		$	–		$	3,280,864
Cost of revenues		978,551			–			978,551			1,273,600			–			1,273,600
Gross profit		1,794,623			–			1,794,623			2,007,264			–			2,007,264
Operating expenses:
General and administrative		658,442			1,395,851			2,054,293			334,330			958,064			1,292,394
Research and development		–			–			–			–			125,292			125,292
Total operating expenses		658,442			1,395,851			2,054,293			334,330			1,083,356			1,417,686
Operating income (loss)		1,136,181			(1,395,851	)		(259,670	)		1,672,934			(1,083,356	)		589,578
Other income (expense):
Interest income		912			580			1,492			35			75			110
Interest expense		(135,151	)		(18,141	)		(153,292	)		(141,869	)		(88,702	)		(230,571	)
Change in fair value of derivative liability		–			119,846			119,846			–			55,149			55,149
Other, net		(27,721	)		91,196			63,475			(6,534	)		32,237			25,703
Total other income (expense)		(161,960	)		193,481			31,521			(148,368	)		(1,241	)		(149,609	)
Income (loss) before provision for income taxes		974,221			(1,202,370	)		(228,149	)		1,524,566			(1,084,597	)		439,969
Provision for income taxes								151,338									7,000
Net income (loss) from continuing operations								(379,487	)								432,969
Net income (loss) from discontinued operations								–									(194	)
Net income (loss) including noncontrolling interests								(379,487	)								432,775
Less: Net loss from noncontrolling interests								10,926									–
Net income (loss) attributable to SETS							$	(368,561	)							$	432,775

Financing Activities

~~Pro~~Financing ~~Water~~cash flows during the three months ended June 30, 2013 amounted to $2,304,919 and consisted of $1,750,000 of proceeds from the stock purchase agreement with Horst Geicke, $600,000 from a convertible note with Horst Geicke which was converted as part of the preceding stock purchase agreement, and payment on notes payable of $45,581. We used the proceeds to fund operations and make improvements to the DIW and building of the Cartwright Well. In addition, payments made were in accordance with agreements in place. In the 2012 period, financing cash flows used amounted to $128,595 and consisted of payments on a related party convertible note payable of $87,177, and payments on notes payable of $41,418.

~~All~~ Off-Balance ~~revenues~~Sheet ~~and cost of revenues are associated with the Pro Water segment. See explanation above regarding changes in revenues and cost of revenues.~~Arrangements

~~Total~~The ~~operating~~Company ~~expenses~~does ~~increased~~not ~~$324,112 or~~have ~~97%~~any ~~for~~off-balance sheet ~~the~~arrangements ~~nine~~that ~~months~~have ~~ended~~or ~~December~~are ~~31,~~reasonably ~~2012~~likely ~~compared~~ to ~~the~~have ~~prior~~a ~~period~~current ~~presented~~or ~~due~~future toeffect on the ~~increase~~Company's infinancial ~~management and~~condition, ~~administrative~~changes ~~costs~~in offinancial ~~the~~condition, ~~Company~~revenues asor ~~discussed~~expenses, ~~above.~~results ~~Also~~of asoperations, ~~a result~~liquidity, ascapital aexpenditures ~~percentage~~or ofcapital ~~revenue, operating expenses increased~~resources ~~from~~that ~~10%~~are material to ~~24%~~investors.

~~Total~~Item ~~other expense increased $13,592 or 9% for the nine months ended December 31, 2012 compared to the prior period presented due to an increase in financing activities~~3. ~~Other~~ ~~expense~~Quantitative ~~includes interest income~~ and ~~interest~~Qualitative ~~expense.~~Disclosures ~~The~~About ~~increase~~Market ~~during the current period was primarily related to approximately $135,000 of amortization expense related to the beneficial conversion feature allocated to Pro Water in connection with the $2~~Risk.~~0 million note payable to the former shareholder of Pro Water.~~

5This item is not applicable.

~~SET Corp~~4

~~There~~Item is4. noControls ~~revenue~~and ~~generated by this segment for any of the periods presented~~Procedures.

~~Total~~Disclosure ~~operating~~Controls ~~expenses for the nine months ended December 31, 2012 increased $312,495 or 29% compared to the prior period presented due to increased operations. Operating expenses include management~~ and administrative personnel costs (including non-cash stock-based compensation), corporate office costs, accounting fees, depreciation and amortization, legal expense, information systems expense, product marketing, sales expense, and research and development expenses. During the nine months ended December 31, 2012 and 2011, expenditures included approximately $491,000 and $374,000 for stock based compensation, $235,000 and $187,000 in professional fees, $248,000 and $138,000 in salaries and wages, respectively, and general corporate expenditures for SET Corp for rent, utilities, etc.Procedures

~~Total~~As ~~other~~required by ~~income~~Rule ~~for~~13a-15 or Rule 15d-15 of the ~~nine~~Securities ~~months ended~~Exchange ~~December~~Act 31of 1934, ~~2012~~as ~~was~~amended ~~$193~~(the “Exchange Act”),~~481~~ ~~compared~~our toChief ~~expense~~Executive Officer and Principal Accounting & Financial Officer carried out an evaluation of ~~$1,241~~the ~~for~~effectiveness of the ~~prior~~design and operation of our disclosure controls and procedures as of the end of the period ~~presented~~covered ~~due~~by this report. Based on the foregoing evaluation, we have concluded that our disclosure controls and procedures were effective as of June 30, 2013 and that they do allow for information required to anbe ~~increase~~disclosed by the Company in ~~change~~the reports that it files or submits under inthe ~~fair~~Exchange ~~value~~Act ofis ~~derivative~~recorded, ~~liability~~processed, ofsummarized ~~$64~~and reported,~~697~~ orwithin ~~117%..~~the ~~Other~~time ~~income~~periods specified in the Securities and Exchange Commission (~~expense~~“SEC”) ~~includes~~rules ~~interest~~and ~~expense~~forms. Disclosure controls and procedures include, ~~change~~without limitation, controls and procedures designed to ensure that information required to be disclosed by the us in ~~fair~~the ~~value~~reports that we file or submit under the Exchange ofAct ~~derivative~~is ~~liability~~accumulated and communicated to the Company’s management, including its Chief Executive and ~~other~~Principal Accounting & Financial Officers as appropriate to allow timely decisions regarding required disclosure.

~~Liquidity~~Changes ~~and~~in ~~Capital~~Internal ~~Resources~~Control Over Financial Reporting.

AsThere ~~shown~~have inbeen ~~the accompanying~~no ~~consolidated~~changes ~~financial~~in ~~statements,~~our ~~during the nine months ended December 31, 2012, the Company incurred loss~~internal ~~before~~control ~~income~~over ~~taxes~~financial ofreporting ~~$228,149.~~that Asoccurred ~~of December 31, 2012, we had a working capital deficit of $2,459,424. In addition, the Company’s operations are primarily concentrated with one customer which represented 83% of total revenues~~ during the ~~nine~~ ~~months~~period ~~ended~~covered ~~December~~by ~~31,~~this ~~2012.~~report ~~During~~that ~~the~~have ~~nine~~materially ~~months ended December 31~~affected, ~~2012,~~or ~~the~~are ~~Company generated positive cash~~reasonably ~~flows~~likely ~~from operations of $1,215,885, largely due~~ to ~~$2,488,897~~materially ~~in accounts payable. During the nine months ended December 31~~affect, ~~2012,~~ ~~the~~our ~~Company~~internal ~~funded~~control ~~operations~~over ~~through~~financial ~~cash flows generated from the Pro Water segment~~reporting. In fiscal 2014, the Company intends to fund operations and pay down liabilities through cash on hand and the positive cash flow being generated by the Pro Water segment. In addition, the Company intends to pay down accounts payable once capital is raised for the project finance transaction and negotiate the settlement of liabilities.

~~PWCO~~PART ~~has~~II ~~since~~– ~~facilitated~~OTHER the completion of the Cartwright Well project by funding the ongoing construction as per the APA as noted above. Therefore, to finance the Projects, in September of 2012, PWCO entered into a revolving loan agreement with Bridgewell Worldwide Limited in the amount of $2,000,000. The Cartwright Well became operational in November 2012. The Cartwright Well project is in a soft startup mode with production ramping up over the next few months. Site preparation and construction of the Williston Well pad and foundations with the expectation of the module system, which utilizes the Centerline SWD technology, shall arrive in early summer 2013. Therefore, the Williston Well project should be online 30-60 days after the module system utilizing the Centerline SWD technology arrives on-site. PWCO plans to secure subsequent project finance investment capital of up to $6,000,000 to complete the Cartwright Well project and Williston Well project and to further research and develop the Centerline SWD System.INFORMATION

IfItem current and projected revenue growth does not meet our estimates, we may choose to raise additional capital through debt and/or equity transactions, renegotiate current convertible debt obligations, reduce certain overhead costs through the deferral of salaries and other means, and settle liabilities through negotiation1. ~~Currently,~~Legal ~~the Company does not have any commitments or assurances for additional capital nor can the Company provide assurance that such financing will be available to it on favorable terms, or at all~~Proceedings. If, after utilizing the existing sources of capital available to the Company, further capital needs are identified and the Company is not successful in obtaining the financing, it may be forced to curtail its existing or planned future operations. The Company believes its plans will enable the Company to continue for a period in excess of one year from the date of the most recent balance sheet.

On April 27, 2012, a Complaint was filed against us by a previous consultant in the Orange County Superior Court (Shani Investments v. SET, Orange County Superior Court 30-2012-00565519). This is an action for Breach of Contract, Breach of Implied Covenant and Common Counts with the trial date being set for September 23, 2013. Plaintiff’s total claim is for approximately $500,000, including interest. The Company had previously disputed the validity of these amounts with Shani, thus, payments were never made. A settlement has been reached between the parties in which we will make payments over 6 months to the Plaintiff in the total amount of $130,000.

~~Operating~~On ~~Activities~~May 16, 2013, a Complaint was filed against us by another previous related consultant in the United States District Court (Rimon Consultancy v. SET, United States District Court CV 13-00900 FMO). This is an action for Breach of Contract with a prayer for approximately $473,000. We filed a motion to dismiss on July 5, 2013, which the court granted on August 2, 2013. The court dismissed the action without prejudice, and the Plaintiff filed their first amended complaint on August 8, 2013. We will have until August 26, 2013 to file our responsive pleadings and will vigorously defend the action.

~~Cash~~Item ~~provided by operating activities during the nine months ended December 31, 2012 and 2011 were $1,215,885 and $575,027, respectively~~2. InUnregistered ~~2012,~~Sales ~~this was the result~~ of aEquity ~~net~~Securities ~~loss including noncontrolling interest of $379,487 offset by non-cash~~ and ~~non-operating~~Use ~~items (depreciation, stock-based compensation, change in fair value~~ of warrant liability, gain on settlement of accounts payable, and interest expense from the amortization of debt discounts) totaling $1,060,199 and net cash provided by the change in current assets and liabilities of $535,173Proceeds. In 2011, the usage of cash was primarily due to the increase in our operations which caused assets such as accounts receivable to increase. In addition, we have made an effort to decrease our accounts payable.

~~Investing~~On ~~Activities~~May 7, 2013 we entered into a securities purchase agreement, exempt from registration under Regulation S and Section 4(2), with an accredited investor for the purchase of 20,000,000 shares of our common stock for $2,600,000 at $0.13 per share. As of the date of this filing, full consideration has been received by the Company.

~~Cash~~The ~~used~~use inof ~~investing activities during~~ the ~~nine~~proceeds ~~months~~are ~~ended~~planned ~~December~~to ~~31,~~be ~~2012~~used ~~and~~to ~~2011~~fund ~~were~~our $4development,~~713,614~~ expansion and ~~$279,056,~~operational ~~respectively.~~plans Inas ~~2012,~~discussed ~~the~~in ~~primary~~Item ~~investing~~2 ~~activity was purchases~~ of ~~fixed~~Part ~~assets~~1 ~~related to the Cartwright ND injection well~~ of ~~$4,713,614.~~this InQuarterly ~~2011, significant expenditures were made by the Company to automate, winterize and add additional stations to the injection well for increased production~~Report.

~~Financing~~Item ~~Activities~~3. Defaults Upon Senior Securities.

Financing cash flows provided in the nine months ended December 31, 2012 amounted to $1,688,010 and consisted of proceeds from a related party note payable of $2,000,000, payments of $264,828 on a related party convertible note payable, and $47,162 of payments on notes payableNone. In the 2011 period, $175,322 was provided by financing activities and consisted primarily of proceeds from sale of common stock of $500,000, payments on related party convertible note payable of $198,408, and payments on notes payable of $114,440.

~~Off-Balance~~Item ~~Sheet~~4. ~~Arrangements~~Mine Safety Disclosures.

~~The~~This ~~Company~~item ~~does~~is not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investorsapplicable.

Item 35. ~~Quantitative~~Other ~~and Qualitative Disclosures About Market Risk~~Information.

~~This~~On ~~item~~July is5, ~~not~~2013, ~~applicable~~our ~~because~~board weof directors’ reinstated Keith Morlock’s previous bonus schedule, on a per quarter gross revenue basis, based on the percentage of his annual salary then in effect during the subject fiscal year, until his resignation, or until his successor are elected or appointed as follows: a) ~~smaller~~if ~~reporting~~the quarterly gross revenue is $500,000 - $1,249,999 then he would receive 2.5% of his annual salary then in ~~company~~effect; b) if the quarterly gross revenue is $1,250,000 -$1,999,999 then he would receive 3% of his annual salary then in effect; c) if the quarterly gross revenue is $2,000,000 - $2,749,999 then he would receive 3.75% of his annual salary then in effect,; d) if the quarterly gross revenue is $2,750,000 - $3,749,999 the he would receive 5% of his annual salary then in effect; and e) if the quarterly gross revenue is greater than $3,750,000 then he would receive 6.25% of his annual salary then in effect. The aforementioned quarterly bonuses for Mr. Morlock are not cumulative after the given fiscal year.

~~Item 4. Controls and Procedures~~5

Disclosure Controls and Procedures

As required by Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our Chief Executive Officer and Principal Accounting & Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing evaluation, we have concluded that our disclosure controls and procedures were effective as of December 31, 2012 and that they do allow for information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission (“SEC”) rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the us in the reports that we file or submit under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive and Principal Accounting & Financial Officers as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting.

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

On or about April 27, 2012, a Complaint was filed against the Company by a previous consultant, as Case No. 30-2012-00565519 in the Orange County Superior Court. The main contention of the Complaint is that there was an alleged breach of a consulting agreement that was entered into by SETS in which the plaintiff claims to have damages.

A demurrer was filed on or about June 12, 2012 by SETS as to several of the causes of action. However, before the hearing on that demurrer, the plaintiff conceded to its merit and voluntarily filed a First Amended Complaint. The new complaint added Mr. Robert Glaser, our CEO, as a defendant. We then filed separate demurrers on behalf of the Company and Mr. Glaser and moved to strike punitive damages, injunctive relief and the request for attorney fees. The demurrers were sustained with leave to amend certain causes of action and without leave to amend others, and the motion to strike was granted in its entirety. The plaintiff filed a Second Amended Complaint on or about October 12, 2012.

On January 10, 2013, our demurrer to the Second Amended Complaint on behalf of Mr. Glaser was sustained without leave to amend and a proposed judgment in favor of Mr. Glaser has been submitted to the court for signature and entry. On or about January 17, 2013, we have filed SETS Answer to the Second Amended Complaint.

On or about October 26, 2012, the court set the trial date for Monday, August 12, 2013, but we have presented a stipulation to the Court to continue the trial date under September 23, 2013, or any date thereafter.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

This Item is not applicable.

Item 5. Other Information

None.

Item 6. Exhibits.

Exhibits required by Item 601 of Regulation S-K are listed in the Exhibit Index hereto and include the following:

Exhibit Number	Description	~~Description of Document~~
3(i)	Restated Articles of Incorporation (1)	~~Restated Articles of Incorporation (1)~~
3(ii)	Amendment to Articles of Incorporation (7)	~~Amendment to Articles of Incorporation (7)~~
3(iii)		Amended and Restated Bylaws (1)
3(ii)	Amended and Restated Bylaws (1)
3(iv)	Amended and Restated Bylaws (8)	~~Amended and Restated Bylaws (8)~~
10.1	Pro Water (Utah) Acquisition Agreement and Convertible Secured Promissory Note (2)	~~Pro Water Acquisition Agreement and Convertible Secured Promissory Note (2)~~
10.2	Amendment No. 1 to Pro Water (Utah) Acquisition Agreement (3)	~~Amendment No. 1 to Pro Water Acquisition Agreement (3)~~
10.3	Technology Purchase Agreement with World Environmental Solutions Pty Ltd. (4)	~~Technology Purchase Agreement with World Environmental Solutions Pty Ltd. (4)~~
10.4	Amendment to Convertible Secured Promissory Note (5)	~~Amendment to Convertible Secured Promissory Note (5)~~
10.5	Amendment to Technology Purchase Agreement with World Environmental Solutions Pty Ltd. (6)	~~Amendment to Technology Purchase Agreement with World Environmental Solutions Pty Ltd. (6)~~
10.6	Amendment No. 1 to the Asset Purchase Agreement and the Asset Purchase Agreement (9)	~~Amendment No. 1 to the Asset Purchase Agreement and the Asset Purchase Agreement (9)~~
31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10.7	Amended and Restated Revolving Loan Agreement (10)
31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
21.1	Subsidiaries
32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
101.INS*		XBRL Instance Document
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.SCH*		XBRL Schema Document
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.CAL*		XBRL Calculation Linkbase Document
101.INS*	XBRL Instance Document
101.LAB*		XBRL Label Linkbase Document
101.SCH*	XBRL Schema Document
101.PRE*		XBRL Presentation Linkbase Document
101.CAL*	XBRL Calculation Linkbase Document
101.DEF*		XBRL Definition Linkbase Document
101.LAB*	XBRL Label Linkbase Document
101.PRE*	XBRL Presentation Linkbase Document
101.DEF*	XBRL Definition Linkbase Document

* Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

(1)	Incorporated by reference from Exhibit 3(1i) and Exhibit 3(ii) to the Company’s Annual Report on Form 10-K as filed with the SEC on June 29, 2012.	~~Incorporated by reference from Exhibit 3(i) and Exhibit 3(ii) to the Company’s Annual Report on Form 10-K as filed with the SEC on June 29, 2012.~~
(2)	~~(2)~~Incorporated by reference from Exhibit 1.01 to the Company’s Current Report on Form 8-K as filed with the SEC on July 9, 2010	~~Incorporated by reference from Exhibit 1.01 to the Company’s Current Report on Form 8-K as filed with the SEC on July 9, 2010~~
(3)	~~(3)~~Incorporated by reference from Exhibit 10.1 to the Company’s Annual Report on Form 10-K as filed with the SEC on July 14, 2010.	~~Incorporated by reference from Exhibit 10.1 to the Company’s Annual Report on Form 10-K as filed with the SEC on July 14, 2010.~~
(4)	~~(4)~~Incorporated by reference from Exhibit 10 to the Company’s Current Report on Form 8-K as filed with the SEC on September 3, 2010.	~~Incorporated by reference from Exhibit 10 to the Company’s Current Report on Form 8-K as filed with the SEC on September 3, 2010.~~
(5)	~~(5)~~Incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on February 17, 2011.	~~Incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q as filed with the SEC on February 17, 2011.~~
(6)	~~(6)~~Incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on September 8, 2011.	~~Incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on September 8, 2011.~~
(7)	Incorporated by reference from Exhibit 3(7i) to the Company’s Current Report on Form 8-K as filed with the SEC on December 31, 2012.	~~Incorporated by reference from Exhibit 3(i) to the Company’s Current Report on Form 8-K as filed with the SEC on December 31, 2012.~~
(8)	Incorporated by reference from Exhibit 3(8ii) to the Company’s Current Report on Form 8-K as filed with the SEC on December 31, 2012.	~~Incorporated by reference from Exhibit 3(ii) to the Company’s Current Report on Form 8-K as filed with the SEC on December 31, 2012.~~
(9)	~~(9)~~Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement, filed on November 16, 2012.	~~Incorporated by reference from Exhibit 10 to the Company’s Current Report on Form 8-K as filed with the SEC on December 31, 2012.~~
(10)	Incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K as filed with the SEC on April 22, 2013.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SUSTAINABLE ENVIRONMENTAL TECHNOLOGIES CORPORATION
Dated: February 19, 2013	/s/ Robert Glaser
Dated: August 13, 2013	/s/ Keith Morlock
	Robert Glaser
	Keith Morlock
	Chief Executive Officer
Dated: February 19, 2013	/s/ Cynthia Glaser
Dated: August 13, 2013	/s/ Allan Viernes
	Cynthia Glaser
	Allan Viernes
	Chief Financial and Accounting Officer

107

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