UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~December 2221, 2010

CLEAN POWER TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Nevada		000-51716		98-0413062
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Unit 7(W) E-Plan Industrial Estate New Road, New Haven, East Sussex, UK BN9 OEX

Unit 7(W) E-Plan Industrial Estate New Road, New Haven, East Sussex, UK	BN9 OEX
(Address of principal executive offices)	(Zip Code)

(Address of principal executive offices) (Zip Code)

(403) 277-2944

Registrant’s telephone number, including area code

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

As a result of the appointment of an Administrator for the assets of the Company’s operating subsidiary, Clean Power Technologies Limited, a U.K. company, the Company’s interest in all or a material portion of its assets may be materially impaired. See Item 8.01.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On November 22, Mike Burns, CTO and a director of ~~both the Company and~~ Clean Power Technologies Limited, the Company’s wholly-owned U.K. subsidiary through which it conducts substantially all of its business, resigned as an officer and director of the Company ~~but remains CTO and a director of Clean Power Technologies Limited~~. On December 120, 2010, ~~Arthur~~Mr. ~~Reynolds~~Burns ~~resigned~~terminated ashis ~~Chief~~employment ~~Executive~~contract ~~Officer,~~with ~~President~~Clean ~~and~~Power ~~director~~Technologies Limited.

The Company has authorized a five person board of directors, and the remaining directors in office are currently David Anthony and Abdul Mitha. ~~The Company is currently seeking additional candidates to become directors of the Company, as well as a new chief executive officer.~~

Item 8.01 Other Events

The Company conducts substantially all of its business through ~~CPL~~CPTL (“CPTL”), a U.K. company wholly-owned by the Company. The Company has been advised that on November 25, 2010, an administrator (the “Administrator”) was appointed for CPL, following a determination by the directors of CPL that CPL was insolvent. The Company met with the officers and ~~directors~~CPTL ofhave ~~CPL and the Administrator prior to the appointment of the Administrator. The Company has~~ been ~~advised~~seeking ~~that~~additional ~~the~~capital ~~Administrator~~throughout ~~will~~2010 ~~administer the assets of CPL for the benefit of creditors (and the Company as an equity holder) in a manner analogous~~ to afund ~~trustee~~development ~~in a bankruptcy proceeding under the United States Bankruptcy Code. The creditors~~ of ~~CPL include The Quercus Trust, which holds a security interest in~~ the ~~assets of CPL securing approximately $1.1 million of debt, and a number of unsecured creditors It is estimated that CPL and the~~ Company’s ~~together~~steam ~~owe~~co-generation ~~approximately $400,000 in unsecured indebtedness)~~technology. ~~This debt to creditors of CPI may change upon further investigations by the company.~~

~~The~~During November, 2010, certain officers and directors of CPTL (“CPTL Management”) advised the Company ~~currently~~that ~~has~~they nohad ~~cash~~met orwith ~~borrowing~~U.K. ~~resources,~~counsel and iswere ~~investigating~~advised ~~all~~that ~~financing~~due ~~and~~to ~~strategic~~CPTL’s ~~transactions~~insolvency init was anrequired ~~effort~~under U.K. law to ~~prevent~~take steps for the ~~assets~~protection of ~~CPL~~its ~~from~~creditors. CPTL ~~being~~Management ~~distributed~~indicated that they intended to ~~its~~place ~~creditors,~~CPTL ~~and~~into ~~intends~~an administrative proceeding under U.K. law (the “Administration”) which would allow its assets to ~~negotiate~~be ~~with~~acquired ~~The~~by ~~Quercus~~a ~~Trust~~newly ~~with~~formed ~~respect~~U.K. company, which would not be subject to the ~~enforcement~~liabilities of ~~Quercus’~~CPTL. CPTL ~~security~~Management ~~interest~~proposed inthat ~~CPL’s~~the ~~assets,~~new company would be owned by CPTL Management and ~~with~~persons ~~the~~providing ~~other~~(or ~~creditors~~referring sources of) ~~CPL.~~financing Asto athe ~~result~~Company, ofincluding Quercus Trust, which has provided the ~~appointment~~Company with most of its financing during the ~~Administrator~~past two years and ~~the~~which ~~potential~~holds ~~distribution~~a ofsecurity interest in the assets of ~~CPL~~CPTL. Quercus Trust refused to ~~its~~deal ~~creditors,~~with ~~there~~CPTL ~~can~~Management beon nothe ~~assurance~~terms ~~that~~proposed ~~the~~and ~~Company~~advised ~~will~~CPTL ~~not~~Management ~~lose~~that ~~all~~it orwould aonly ~~material~~participate ~~portion~~in ofany transaction through its ~~assets~~ownership interest in the Company.

Without the knowledge or consent of the Company, CPTL commissioned a valuation of its assets which was completed on November 18, 2010. Despite a request by David Anthony, the Chief Executive Officer of the Company, that CPTL not be put into administration, , on November 25, 2010, upon the instruction of the board of directors of CPTL, an administrator (the “Administrator”) was appointed for CPTL. The ~~contact~~Company’s ~~information~~Chief Executive Officer met with CPTL Management, who advised that the administration was required due to the failure of the Company to provide funds to CPTL, rendering it insolvent, and that financing for CPTL could only be obtained through a new U.K. company not controlled by the ~~Administrator~~Company. On ~~is:~~December 1, 2010, a meeting of the board of directors of the Company was held at which the actions of CPTL Management were disclosed and discussed.

~~Paul~~The HCompany ~~Finn~~negotiated with CPTL Management to reach an agreement under which CPTL Management would continue to work with the Company. However, during December 2010, the Company and Quercus Trust became concerned that CPTL would acquire the assets of CPTL from the Administrator and that the Company would lose ownership of the assets. On December 16, 2010, CPTI Acquisition Limited (“CPTI Acquisition”) a U.K. company newly formed by Quercus, placed a bid of 100 GBP for the assets of CPTL for the purpose of transferring the stock of CPTI Acquisition to the Company and reversing the effect of the Administration. The purchase was completed by Quercus on December 21, 2010, and all shares of CPTI Acquisition were transferred to the Company on January 1, 2011.

~~Four~~All officers and employees of CPTL resigned from CPTL on December 21, 2010, and it is not clear how or whether the Company will continue operations. The ~~Chandlery~~Company continues to negotiate with the former employees and officers, or may seek to identify and recruit additional personnel to operate the Company’s business in the U.K. However, the Company does not have resources to sustain its operations for a significant period of time. On January 2, 2011, Quercus committed to loan $80,000 to CPTI to allow the Company to fund operations. The Company, in turn, sent a letter dated January 3, 2011, to the former employees of CPTL offering to pay them back wages and up to two weeks salary if they would continue their employment for the Company. CPTL Management has advised the Company that it has obtained a significant purchase order for its product, and the Company intends to continue to seek to obtain financing for the continued development of its product, and to continue to negotiate with former CPTL employees to continue operations at its Sussex facility.

40It ~~Gowers~~currently ~~Walk~~appears that certain members of CPTL Management intend to set up a company which would compete with the Company and make similar products. They have formed a company which has established a website advertising similar products, and have so far refused to confirm that such a company is not being established. The Company is currently in the process of initiating legal action in the U.K. seeking an injunction preventing CPTL Management from using the Company’s assets, including its intellectual property (including patents, trade secrets, customer relations and other good will) to compete with the Company.

~~London E1~~While ~~8BH~~the Company believes there are favorable commercial prospects for the Company’s technology, the loss of its employees in the U.K. and the difficulty of securing financing for the operation of the business have severely harmed its ability to continue operations and there can be no assurance that the Company will be able to continue business.

Telephone 020 7481 4880 Facsimile 020 7481 4881

SIGNATURES

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

	CLEAN POWER TECHNOLOGIES INC.
Date: December 7, 2010	By:	/s/David Anthony
January 5, 2011	By: /s/ David Anthony
		Name: David Anthony
	David Anthony
		Title: Chief Financial Officer
	Chief Financial Officer

Filing Compare · CLEAN POWER TECHNOLOGIES INC.