U. S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2013

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to _____________

Commission File Number: 000-54392

PACIFIC CLEAN WATER TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	27-1662208
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
19800 MacArthur Blvd, Suite 371 Irvine, CA 92612 ________________________________________________________________________ (Address of principal executive offices, including zip code)

(714) 809-7881

Registrant’s telephone number, including area code:

Registrant’s Fiscal Year has been changed to December 31

Former name, former address and former fiscal year, if changed since list report

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 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]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 shorter period that the registrant was required to submit and post such files). Yes [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act.

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

(Do not check if 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). No [ X ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of March 31, 2013, the registrant had 300,000,000 shares of common stock issued and outstanding.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Pacific Clean Water Technologies, Inc.
(Formerly Unseen Solar, Inc.)
Consolidated Balance Sheets ended March 31, 2013 and December 31, 2012
(Unaudited)

ASSETS
	March 31, 2013	December 31, 2012
Current Assets:
Cash & Equivalents	15,687	1,479
Trade Receivables	378,983	429,573
Other	6,285	5,485

Total current assets	400,955	436,537

Property, plant and equipment, net of accumulated deprecation of $104,822 and $97,506	134,994	140,325

Total Assets	535,949	576,862

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
Bank overdraft	-	26,600
Accounts payable	230,331	212,379
Accrued liabilities	10,376	10,335
Line of credit	329,262	221,262
Derivative liabilities	10,048	15,618
Short term debt	53,086	37,387
Short term debt - related parties	-	4,250
Convertible debt, net of discount	43,577	37,153

Total current liabilities	676,680	564,984

Long term debt	59,836	68,008
Long term debt - related parties	-	11,451

Total Liabilities	736,516	644,443

Stockholders' equity (deficit)
Preferred stock, 20,000,000 shares authorized at par value
Of $0.0001, no shares issued and outstanding	-	-
Common stock, 500,000,000 shares authorized at par value
of $0.0001, 300,000,000 and 900,000,000 shares issued and outstanding
as of March 31, 2013 and December 31, 2012	30,000	90,000
Additional paid in capital	56,565	(3,435)
Accumulated earnings / (deficit)	(287,132)	(154,146)
Total shareholders' equity (deficit)	(200,567)	(67,581)

Total liabilities and shareholders' equity	535,949	576,862

See accompanying notes to the consolidated unaudited financial statements

Pacific Clean Water Technologies, Inc.
(Formerly Unseen Solar, Inc.)
Consolidated Statements of Operations
For the Three Months Ended March 31, 2013 and 2012

	2013	2012
REVENUES
Total revenues	494,901	626,235
Cost of sales	341,561	418,186
Gross Profit	153,340	208,049

OPERATING EXPENSES

Selling, General, and Administrative	274,149	264,569
Depreciation and Amortization expense	5,816	4,026

Total operating expenses	279,965	268,595

Net operating loss	(126,625)	(60,546)

Other income (expense)
Gain (loss) on derivatives	5,570	-
Interest expense	(11,931)	(2,610)
Net loss before taxes	(132,986)	(63,156)
Income tax benefit	-	(5,874)
Net Loss	(132,986)	(57,282)

See accompanying notes to the consolidated unaudited financial statements

Pacific Clean Water Technologies, Inc.
(formerly Unseen Solar, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	For the Three Months Ended March 31,
	2013	2012
CASH FLOWS FROM OPERATIONS ACTIVITIES:
Net Income (loss)	(132,986)	(57,282)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation expense	5,816	4,026
Amortization of debt discount	6,424
(Gain)/Loss on derivative liability	(5,570)
Changes in operating assets and liabilities
Accounts receivable	50,590	76,774
Prepaid expenses and other current assets	(800)	(920)
Accounts payable	17,952	(12,185)
Deferred tax liability	-	(5,874)
Interest expense incurred under capital lease	1,173	753
Accrued liabilities	41	5,081

Cash used in operating activities	(57,360)	10,373

CASH FLOWS FROM INVESTING ACTIVITIES
Purchased of fixed assets	(485)	647

CASH FLOWS FROM FINANCING ACTIVIES
Repayment on bank overdraft	(26,600)
Repayment of debt	(9,347)	(6,387)
Net payment on line of credit	108,000	5,331

Cash provided by financing activities	72,053	(1,056)

NET INCREASE (DECREASE) IN CASH	14,208	9,964

Cash and cash equivalents, beginning of period	1,479	43,626
Cash and cash equivalents, end of period	15,687	53,590

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest	1,173	-

Non-cash investing and financing activities:
Cancellation of common stock	60,000	-

See accompanying notes to the consolidated unaudited financial statements

Pacific Clean Water Technologies, Inc.

Notes to Financial Statements

For the period ended March 31, 2013

(Unaudited)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Pacific Clean Water Technologies Inc. (“we, “our”, “PCWT”, or “the Company”), is a California corporation engaged in the business of operating water treatment programs for major manufacturers, oil and gas refiners, and the food and beverage industries. The company institutes programs that help conserve water use, energy use, and capital equipment costs.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Western and PCWT, after elimination of all significant inter-company accounts and transactions. Equity investments in which we exercise significant influence, but do not control and are not the primary beneficiary, are accounted for using the equity method of accounting. Investments in which we do not exercise significant influence over the investee are accounted for using the cost method of accounting. All intercompany accounts and transactions have been eliminated. We currently have no investments accounted for using the equity or cost methods of accounting. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year as reported in the Form 10-K have been omitted.

USE OF ESTIMATES

Management uses estimates and assumptions in preparing these financial statements in accordance with U.S. generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instruments are recorded at fair value in accordance with the standard for “Fair Value Measurements codified within ASC 820”, which defines fair values, establishes a three level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measurements:

• Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical asset or liabilities in active markets.

• Level 2 – inputs to the valuation methodology include closing prices for similar assets and liabilities in active markets, and inputs that are observable for the assets and liabilities, either directly, for substantially the full term of the financial instruments.

• Level 3 – inputs to the valuation methodology are observable and significant to the fair value.

The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as March 31, 2013.

Recurring Fair Value Measures	Level 1	Level 2	Level 3	Level 4

Liabilities:
Derivative Liability – 3/31/13	-	-	(10,048)	(10,048)
Derivative Liability – 12/31/12	-	-	(15,618)	(15,618)

NOTE 3 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. During the six months ended March 31, 2013 the Company realized a net loss of $126,625 and had a working capital deficit of $275,725. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – DERIVATIVE LIABILITIES

During 2012, the Company issued convertible notes that were classified as derivative liabilities. The following table summarized the changes in the derivative liabilities during the three months ended March 31, 2013:

Ending Balance as of December 31, 2012	$	15,618
Change in fair value		(5,570)
Ending balance as of March 31, 2013	$	10,048

NOTE 5 – DEBT

Vehicle Financing

The Company repaid $9,347 of vehicle financing debt for the three months ended March 31, 2013. Outstanding vehicle financing debt totals $97,221 and $105,395 as of March 31, 2013 and December 31, 2012, respectively.

Convertible Debt

Debt discount of $6,424 was amortized into interest expense for the three months ended March 31, 2013. Outstanding convertible debt totals $43,577 and $37,153, net of discount, as of March 31, 2013 and December 31, 2012, respectively.

Short Term Debt

Cancellation of common stock by a former shareholder have resulted in the reclassification of short and long term debt - related parties of $15,701 into third party debt. See more information in Note 5.

NOTE 6 - LINE OF CREDIT

The Company has an outstanding line of credit with two banking institutions for a maximum credit lines of $250,000 and $85,000, interest rate of 5% and 6.63%, and payment on cash advances due at the end of every month. Outstanding line of credit totals $329,262 and $221,262 as of March 31, 2013 and December 31, 2012, respectively.

NOTE 7 – STOCKHOLDERS’ DEFICIT

In the three months ended March 31, 2013, 600,000 shares of common stock were cancelled for no consideration. On April 9, 2013, the Company enacted a 3-1 forward stock split. All share issuances have been retroactively presented as if the stock split had occurred prior to any period presented.

NOTE 8 - SUBSEQUENT EVENTS

The Company borrowed $20,000 under a convertible note on April 9, 2013. The note bears interest at 8% per annum and is due on July 1, 2013. The note is convertible into common stock at a price of $0.13 per share. If the Company issues any convertible instrument with a lower convertible price than $0.13 per share, the convertible price of the note will be reduced to match the convertible price of the instrument issued.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition as of March 31, 2013. Our results of operations should be read in conjunction with our unaudited financial statements and notes thereto included elsewhere in this report and the audited financial statements and the notes thereto included in our Form 10-K for the period ended December 31, 2012.

Forward-Looking Statements

This report contains forward-looking statements that involve risk and uncertainties. We use words such as anticipate", "believe", "plan", "expect", "future", "intend", and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

RESULTS OF OPERATIONS

For the three months ended March 31, 2013 we incurred $279,149 in operating expenses, $11,931 in interest expense compared to $268,595 in operating expenses and $2,610 in interest expense for the three months ended March 31, 2012.

The following table provides selected data about our company for the period ended March 31, 2013.

Balance Sheet Data:		March 31, 2013

Total assets	$	535,949
Total liabilities	$	736,516
Total shareholders’ deficit	$	(200,567)

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance at March 31, 2013 was $15,687, with $378,983 in Trade Receivables compared to outstanding liabilities consisting of $240,707 in accounts payable and accrued liabilities, $329,262 in lines of credit, and $53,086 in loans from an unrelated party.

STOCK PURCHASE AGREEMENT WITH WESTERN WATER

On November 13, 2012, the Company closed a stock purchase transaction with Western Water Consultants, Inc., a California corporation (“Western”) and the shareholders of Western (“Selling Shareholders”) pursuant to a Stock Purchase Agreement dated August 30, 2012 (the “Agreement”) by and among the Company, Western, and the Selling Shareholders.

In accordance with the terms of Agreement, on the Closing Date, the Registrant issued an aggregate of 180,000,000 shares of its common stock to the Selling Shareholders in consideration for 100% of the issued and outstanding capital stock of Western (the “Transaction”). As a result of the Transaction, the Selling Shareholders acquired approximately 60% of our issued and outstanding common stock, Western became our wholly-owned subsidiary, and the Registrant acquired the business and operations of Western.

Western is an environmental services company engaged in the business of operating water treatment programs for major manufacturers, oil and gas refiners, and the food and beverage industries.

PLAN OF OPERATION

Western aims to provide professional services and quality products to the industrial and commercial marketplace in the southwestern portion of the United States and emerging nations. Western is committed to developing long term business relationships with its customers and employees.

Western provides to its customers:

·	Treatment programs designed to conserve energy and water.

·	Environmentally sensitive water treatment utilizing chemical and/or non-chemical programs.

·	Professional services that meet the needs of its customers.

·	Quality products and services at the lowest possible cost.

As a company, Western strives to:

·	Establish an international reputation as one of the leading green water treatment companies. This will be accomplished through customer satisfaction and uncompromising professional standards.

·	Aim to increase sales at such a rate to obtain a significant market share of the specialty chemicals and services market in five (5) years.

·	Maintain profit levels that allow Western to expand and provide the resources to reach its objectives.

·	Create new distribution channels for Western, its subsidiaries, and any joint-venture partners.

·	To increase brand awareness.

·	Achieve highly appreciated value for shareholders through sustained performance.

PRODUCTS, SERVICE & DISTRIBUTION

Western provides chemical and/or non-chemical water treatment programs for the treatment of boilers, cooling systems and process systems.

Western’s primary customers are: large commercial facilities, industrial (chemical manufacturing, refineries, paper manufacturing, food processing, etc.), oil and gas drilling, oil and gas refining, mineral exploration, co-generation plants.

Western sells the following:

·	Chemicals for treatment to prevent corrosion, scale deposition, and microbiological fouling

·	Polymers for oil and water separation

·	Feed and control equipment

·	Pre-treatment equipment, such as sodium zeolite softeners, demineralizers, dealkilizers and reverse osmosis equipment

·	Laboratory and test equipment

·	Coagulants and polymers for wastewater

·	(NSF) rated potable products for water clarification

·	Silica deposit control agents oil field applications

Antifoams

·	Anti-scalants for reverse-osmosis membranes

·	Consulting and engineering services

Western currently sells its products and services in the southwestern portion of the United States and is looking to expand into the rest of the country and also into emerging nations.

Service is an integral part of any water treatment program and without service, the program is likely to fail. The routine service provided by Western includes running complete water analysis of all systems treated, reviewing operator logs, inspection of heat exchange equipment, analysis of deposits, and providing the training for designated customer personnel. All services are documented in writing, utilizing both service reports and written correspondence. It is the intent of Western to provide the best quality service offered by any water treatment company.

Western offers a full range of services and products tailored specifically towards individual client needs. Examples of some Western programs consist of:

·	Oil and water separation

·	Protecting heat exchange systems from corrosion

·	Water recycling and re-use

·	Wastewater deposits

·	Beta-carotine separation

·	Keeping companies compliant with Regulations Agencies

·	Keeping customers compliant with National Organic Standards

Off-Balance Sheet Arrangements

None.

Recent Accounting Pronouncements

For the three month period ended March 31, 2013, there were no accounting standards or interpretations issued that are expected to have a material impact on our financial position, operations or cash flows.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1) .

Item 4. Controls and Procedures.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have carried out an evaluation of the effectiveness of the design and operation of our Company's disclosure controls and procedures as of the end of the period covered by this quarterly report, being October 31, 2012. This evaluation was carried out under the supervision and with the participation of our Company's management, including our President, Principal Executive Officer and Principal Financial Officer. Based upon that evaluation, our President, Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are not effective as of the end of the period covered by this report due to the material weaknesses described in Management's Report on Internal Control over Financial Reporting included in our annual report on Form 10-K for the year ended January 31, 2012.

There have been no significant changes in our Company's internal controls or in other factors, which could significantly affect internal controls subsequent to the date we carried out our evaluation. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our Company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our Company's reports filed under the Exchange Act is accumulated and communicated to management, including our Company's president and Principal Executive Officer as appropriate, to allow timely decisions regarding required disclosure.

There have been no changes in our internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Currently, we are not a party to any pending legal proceedings responsive to this item.

Item 1A. Risk Factors.

As a smaller reporting company, we are not required to provide the information required by this item.

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

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None

Item 6. Exhibits

Exhibit #	Description	Form Type	Filing Date	Filed with This Report
2.1	Stock Purchase Agreement dated August 30, 2012 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed September 5, 2012)	8-K	9/5/2012
3.1(a)	Certificate of Incorporation (incorporated by referenced to the Registrant’s Registration Statement on Form S-1 filed on March 10, 2010)	S-1	3/10/2010
3.2	Bylaws (incorporated by referenced to the Registrant’s Registration Statement on Form S-1 filed on March 10, 2010)	S-1	3/10/2010
10.1	Employment Agreement – Craig McMillan, dated September 28, 2012	8-K	11/15/2012
10.2	Employment Agreement – Steve Roussin, dated September 28, 2012	8-K	11/15/2012
10.3	Regus Office Agreement Lease, dated August 4, 2012	8-K	11/15/2012
10.4	Form of Indemnification Agreement	8-K	11/15/2012
16.1	Letter of PLS CPA, a Professional Corp. dated November 13, 2012	8-K	11/15/2012
21	List of Subsidiaries – Western Water Consultants, Inc., a California corporation	8-K	11/15/2012
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended			X
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended			X
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002			X
101.INS	XBRL Instance Document			X
101.SCH	XBRL Taxonomy Extension Schema Document			X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document			X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document			X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document			X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document			X

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, thereunto duly authorized.

PACIFIC CLEAN WATER TECHNOLOGIES, INC.

Date: May 17, 2013		By: /s/ Craig S. McMillan
		Craig S. McMillan
		Chief Executive Officer
		Principal Executive Officer
		Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: May 17, 2013		By: /s/ Craig S. McMillan
		Craig S. McMillan
		Chief Executive Officer
		Principal Executive Officer
		Director

Date: May 17, 2013		By: /s/ Steve W. Roussin
		Steve W. Roussin
		Chief Financial Officer
		Principal Financial Officer
		Principal Accounting Officer
		President
		Director

Pacific Clean Water Technologies, Inc. 10-Q