UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

£	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, Suite 12, Upland, CA		91786
2345 W. Foothill Blvd., 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 S 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~~S oNo £

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 xS

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o £ No xS

As of ~~August~~November 1319, 2013, there were 65,570,296 shares of the registrant’s common stock issued and outstanding.

INDEX

		Page
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	F-1
	Consolidated Balance Sheets for June 30, 2013 and March 31, 2013	F-1
	Consolidated Balance Sheets – September 30, 2013 and March 31, 2013	F-1
	Consolidated Statements of Income For the Three Months Ended June 30, 2013 and 2012	F-2
	Consolidated Statements of Operations For the Three and Six Months Ended September 30, 2013 and 2012	F-2
	Consolidated Statement of Stockholders’ Equity For the Three Months Ended June 30, 2013	F-3
	Consolidated Statements of Cash Flows For the Six Months Ended September 30, 2013 and 2012	F-3
	Consolidated Statements of Cash Flows For the Three Months Ended June 30, 2013 and 2012	F-4
	Notes to Consolidated Financial Statements	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	47
Item 4.	Controls and Procedures	57
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	58
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	58
Item 3.	Defaults Upon Senior Securities	58
Item 4.	Mine Safety Disclosures	58
Item 5.	Other Information	58
Item 6.	Exhibits	69
	Signatures	710

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, 2013.

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

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

SUSTAINABLE ENVIRONMENTAL TECHNOLOGIES CORPORATION

CONSOLIDATED BALANCE SHEETS

(unaudited)

	As of June 30,			As of March 31,
	As of September 30,			As of March 31,
	2013			2013
Assets (Note 6)
Current assets:
Cash and cash equivalents	$	~~203~~174,~~014~~543		$	63,767
Accounts receivable, net of allowance for doubtful accounts of $6,000 and $6,000, respectively		~~398~~245,~~969~~327			428,853
Prepaids and other current assets		~~319~~74,~~164~~292			51,870
Deferred tax assets		42,279			42,279
Total current assets		~~963~~536,~~426~~441			586,769
Property and equipment, net		9,~~825~~622,~~380~~538			9,937,616
Other assets		170,742			110,742
Intangible assets, net		9486,~~033~~818			101,248
Goodwill		66,188			66,188
Deferred tax assets, long-term		512,681			512,681
Total Assets	$	1110,~~632~~995,~~450~~408		$	11,315,244
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	1,~~452~~124,~~354~~987		$	3,346,572
Accrued salaries, wages, and related party consulting fees		4430,~~250~~967			71,010
Accrued liabilities		~~281~~143,~~865~~457			263,962
Notes payable		7781,~~589~~707			61,877
Total current liabilities		1,~~856~~381,~~058~~118			3,743,421
Related party convertible notes payable, long-term, net of discount of $0 and $134,082, respectively		–			1,170,584
Related party notes payable		–			2,300,000
Other long-term liabilities		3739,~~457~~014			112,548
Total liabilities		1,~~893~~420,~~515~~132			7,326,553
Commitments and Contingencies (Note 9)
Stockholders' Equity:
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		–			–
Preferred stock, $0.001 par value, 10,000,000 shares authorized; 4,582,827 issued at September 30, 2013 and March 31, 2013, none outstanding		–			–
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
Common stock, $0.001 par value, 100,000,000 shares authorized; 65,570,296 and 17,120,358 issued and outstanding at September 30, 2013 and March 31, 2013, respectively		65,570			17,121
Additional paid-in capital		16,~~767~~802,~~036~~104			7,259,074
Accumulated deficit		(7,~~093~~292,~~654~~398	)		(3,287,504	)
Total stockholders' equity		9,~~738~~575,~~935~~276			3,988,691
Total Liabilities and Stockholders' Equity	$	1110,~~632~~995,~~450~~408		$	11,315,244

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 June 30,
	For the Three Months Ended September 30,						For the Six Months Ended September 30,
	2013			2012			2013			2012
Revenues:
Water processing	$	~~515~~443,~~292~~602		$	~~795~~797,~~034~~367		$	958,894		$	1,592,401
Reclaimed oil		52218,~~305~~175			~~188~~102,~~171~~124			270,480			290,295
Total revenues		~~567~~661,~~597~~777			~~983~~899,~~205~~491			1,229,374			1,882,696
Cost of revenues:
Water processing		~~533~~392,~~860~~149			~~237~~260,~~668~~397			926,009			498,065
Reclaimed oil		3266,~~991~~155			4043,~~246~~031			99,146			83,277
Total cost of revenues		~~566~~458,~~851~~304			~~277~~303,~~914~~428			1,025,155			581,342
Gross profit		~~746~~203,473			~~705~~596,~~291~~063			204,219			1,301,354
Operating expenses:
General and administrative		~~436~~398,~~880~~463			~~688~~529,~~568~~280			835,343			1,217,848
Total operating expenses		~~436~~398,~~880~~463			~~688~~529,~~568~~280			835,343			1,217,848
Operating income (loss)		(~~436~~194,~~134~~990	)		1666,~~723~~783			(631,124	)		83,506
Other income (expense):
Interest income		3762			~~601~~753			99			1,354
Interest expense		(3,~~367,653~~576	)		(5451,~~959~~048	)		(3,371,229	)		(106,007	)
Change in fair value of derivative liability		–			8530,~~149~~260			–			115,409
Other, net		–			~~15,444~~–			–			15,444
Total other income (expense), net		(3,~~367,616~~514	)		46(20,~~235~~035	)		(3,371,130	)		26,200
Income (loss) before provision for income taxes		(3198,~~803,750~~504	)		6246,~~958~~748			(4,002,254	)		109,706
Provision for income taxes		~~2,400~~240			5880,000			2,640			138,000
Net income (loss) from continuing operations		(3,806,150	)		4,958
Net loss	$	(198,744	)	$	(33,252	)	$	(4,004,894	)	$	(28,294	)
Net income from discontinued operations		–			–
Basic and diluted net income (loss) available to common shareholders
Net income (loss)	$	(3,806,150	)	$	4,958
Net loss	$	(0.00	)	$	(0.00	)	$	(0.07	)	$	(0.00	)
Basic and diluted net income (loss) availabe to common shareholders
Weighted average shares - basic		65,565,405			16,795,779			57,100,767			16,661,072
Continuing operations	$	(0.08	)	$	0.00
Weighted average shares - diluted		65,565,405			16,795,779			57,100,767			16,661,072
Discontinued operations	$	–		$	–
Net income (loss)	$	(0.08	)	$	0.00
Diluted net income (loss) available to common stockholders:
Continuing operations	$	(0.08	)	$	–
Discontinued operations	$	–		$	–
Net income (loss)	$	(0.08	)	$	–
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 ~~STATEMENT~~STATEMENTS OF ~~STOCKHOLDERS’ EQUITY~~CASH FLOWS

(unaudited)

	Common Stock						Additional Paid-in		Accumulated			Total Stockholders'
	For the Six Months Ended September 30,
	Shares			Amount			Capital		Deficit			Equity
	2013			2012
Balances - March 31, 2013		17,120,358		$	17,121		$	7,259,074	$	(3,287,504	)	$	3,988,691
Cash flows from operating activities:
Stock issued for cash		15,384,615			15,385			1,984,615		–			2,000,000
Net loss	$	(4,004,894	)	$	(28,294	)
Common stock issued to related parties for services		18,750			19			24,356		–			24,375
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Conversion of related party note payable - Metropolitan Real Estate LLC		10,258,592			10,259			1,323,358		–			1,333,617
Amortization of debt discounts related to beneficial conversion features and warrants		134,082			58,481
Conversion of related party note payable - Horst Geicke		4,615,385			4,615			918,462		–			923,077
Fair value of stock issued in excess of notes payable converted		3,227,692			–
Conversion of related party note payable - Bridgwell Worldwide Limited		18,153,846			18,154			5,246,461		–			5,264,615
Income tax provision		–			130,000
Stock-based compensation		–			–			10,710		–			10,710
Loss on disposal of assets		–			27,820
Net loss		–			–			–		(3,806,150	)		(3,806,150	)
Change in fair value of derivative liabilities		–			(115,409	)
Balances - June 30, 2013		65,551,546		$	65,553		$	16,767,036	$	(7,093,654	)	$	9,738,935
Depreciation and amortization		322,553			110,980
Stock-based compensation		70,170			459,735
Gain on settlement and extinguishment of accounts payable		–			(43,165	)
Change in operating assets and liabilities:
Accounts receivable		183,526			(101,013	)
Prepaid expenses		38,871			566,999
Accounts payable		(2,014,006	)		(46,080	)
Accrued liabilities		(155,131	)		(75,688	)
Income taxes payable		–			8,000
Net cash provided by (used in) operating activities		(2,197,137	)		952,366
Cash flows from investing activities:
Purchase of property and equipment		(190,624	)		(3,171,124	)
Other assets		(60,000	)		–
Net cash used in investing activities		(250,624	)		(3,171,124	)
Cash flows from financing activities:
Proceeds from sale of common stock		2,000,000			–
Proceeds from related party note payable		600,000			721,403
Payments on related party convertible note payable		–			(175,449	)
Payments on notes payable		(41,463	)		(48,542	)
Net cash provided by financing activities		2,558,537			497,412
Net increase (decrease) in cash		110,776			(1,721,346	)
Cash - beginning of period		63,767			1,913,727
Cash - ending of period	$	174,543		$	192,381
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	5,416		$	43,465
Income taxes	$	2,640		$	–
Non-cash investing and financing activities:
Purchase of property and equipment in accounts payable	$	–		$	1,335,240
Issuance of common stock in connection with convertible debt and accrued interest	$	4,293,617		$	–

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

F-3

SUSTAINABLE ENVIRONMENTAL TECHNOLOGIES CORPORATION

~~CONSOLIDATED~~NOTES ~~STATEMENTS~~TO OFCONSOLIDATED ~~CASH~~FINANCIAL ~~FLOWS~~STATEMENTS

(unaudited)

	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		$	–

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

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

~~F-4~~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.

~~SUSTAINABLE~~Current ~~ENVIRONMENTAL~~and ~~TECHNOLOGIES~~future services include, and ~~CORPORATION~~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.

~~NOTES~~In TOaddition ~~CONSOLIDATED~~to ~~FINANCIAL~~these ~~STATEMENTS~~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.

On July 26, 2013, the board of directors of the Company were notified by HJG Holdings, LLC, a California limited liability company (~~unaudited~~“HJG”), a company majority owned by Horst Geicke, that HJG intended to merge the Company into HJG, utilizing a short-form merger in accordance with the California Corporations Code (the “Merger”). On November 7, 2013, we filed a Form 8-K with the Securities and Exchange Commission (“SEC”) to report that on October 28, 2013 the Company and HJG entered into an agreement of merger, (“Agreement of Merger”), due to HJG’s beneficial ownership of over 90% of the issued and outstanding common stock of the Company.

~~Note~~On ~~1 –~~October ~~Organization~~28, ~~History~~2013, our board of directors reviewed the terms and ~~Significant~~conditions of the Agreement of Merger via unanimous written consent, and believe them to be fair and reasonable ~~Accounting~~and ~~Policies~~in the best interest of the Company, and ~~Procedures~~its shareholders. The board of directors of the Company based its determination on several factors including but not limited to the overall fairness of the transaction, the specific terms of the Agreement of Merger, and a valuation analysis that was prepared by an independent appraiser. Although the valuation analysis valued the stock at $0.0519 per share, the board of directors vigorously negotiated with HJG for the $0.11 price.

~~Organization~~Pursuant to the Agreement of Merger, HJG and ~~History~~the Company shall perform the Merger and cash out the remaining shareholders of the Company at $0.11 per share utilizing a payment agent. After the Merger, HJG as the surviving entity shall assume and succeed to the assets, rights, properties, privileges, powers, immunities, liabilities, and obligations of the Company pursuant to the terms and conditions of the Agreement of Merger.

~~Sustainable~~Our ~~Environmental~~board ~~Technologies~~of directors set the record date ~~Corporation~~as (November 7, 2013, in order to determine the “Company”’s orshareholders ~~“SETS”~~entitled to receive notice of the Merger. Such shareholders shall be sent notice of the Merger on or ~~“SET~~before ~~Corp”)~~November is20, 2013, which notice shall include a ~~company~~copy ~~dedicated~~of tothe ~~responsible~~Agreement ~~resource~~of Merger, ~~utilization~~a ~~through~~letter of transmittal from the ~~strategic~~payment ~~balance~~agent ofwith ~~environmental~~the payment agent’s contact information and information regarding the exchange, ~~societal~~delivery and ~~economic~~surrender ~~growth.~~of ~~SET~~the ~~Corp~~shares isof ~~setting~~common stock of the ~~standard~~Company, ~~for~~and information regarding dissenters rights applicable ~~responsible~~to ~~principles~~shareholders of ~~sustainable~~record ~~development.~~pursuant ~~These~~to ~~steadfast~~California ~~values~~Corporations ~~are~~Code ~~evident~~section ~~through~~1301(a). ~~patented~~We ~~technologies~~anticipate ~~and~~that ~~strategic~~after the 20-day waiting ~~acquisitions~~period after the mailing of the notice to the shareholders of record, ~~which~~the ~~solve~~Merger ~~environmental~~shall ~~issues~~become ~~with~~effective anon ~~economic~~or ~~advantage~~after December 11, 2013 (the “Effective Date”). ~~SET~~After ~~Corp~~such ~~limits~~Effective ~~their~~Date, ~~customer’s~~we ~~environmental~~shall deregister our shares of common stock with the SEC ~~impact~~by ~~while~~filing ~~conserving~~a ~~valuable~~Form 15, and ~~diminishing~~by ~~resources~~taking ~~that~~all ~~are~~further ~~essential~~actions to ~~future~~remove ~~generations~~the ticker symbol from trading with the Financial Industry Regulatory Authority (“FINRA”) and the over the counter (“OTC”) markets.

~~Current~~The ~~and~~cash ~~future~~out ~~services~~of ~~include,~~the ~~and~~outstanding shares ~~are~~of ~~expected~~common stock of the Company as referred to ~~include~~pursuant ~~innovative~~to ~~eco-technologies~~the ~~that~~Merger ~~provide~~has ~~patented~~not ~~treatment,~~yet ~~recovery~~commenced, ~~reclamation~~thus ~~and~~inclusion ~~re-injection~~of ~~services~~this information ~~for~~is ~~produced~~neither ~~water~~an ~~(associated~~offer ~~with~~to ~~the~~purchase ~~oil~~nor ~~and~~a ~~gas~~solicitation ~~industry)~~of ~~and~~an ~~complete~~offer ~~sustainable~~to ~~energy~~sell ~~solutions~~any ~~that~~securities. ~~bridge~~On the ~~gap~~Effective ~~between~~Date, the Company will ~~existing~~file ~~energy~~a ~~inefficient~~Form ~~buildings~~8-K ~~and~~with the ~~sustainable~~SEC ~~development~~to ~~and~~report ~~design~~the ~~needs~~removal of ~~tomorrow~~the ticker symbol and trading from FINRA and the OTC Markets.

In addition to these 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.F-4

Management’s Plans

As shown in the accompanying consolidated financial statements, during the ~~three~~six months ended ~~June~~September 30, 2013, we incurred an operating loss before income taxes of $34,~~803~~002,~~750~~254. As of ~~June~~September 30, 2013, we had a working capital deficit of $~~892~~844,~~632~~677. In addition, operations are primarily concentrated with three customers, one which represented 4836%, one which represented 2017%, and one which represented 12% of total revenues. During the ~~three~~ six months ended ~~June~~September 30, 2013, we used cash flows in operations of $12,~~939~~197,~~330~~137. The net loss during the ~~three~~six months ended ~~June~~ September 30, 2013 was primarily due to a 4235% decrease in revenue due to a 29 72% decrease in sales with our majority water processing customer. During the ~~three~~six months ended ~~June~~September 30, 2013, we funded operations through cash flows generated from the ProWater segment and sales of common stock. In fiscal 2014, we 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 has converted over $3,600,000 of debt into stock and its majority shareholder has committed to $2,600,000 in a stock purchase agreement of which $2,600,000 has been received and has been used to decrease ProWater Colorado payables from approximately $3,000,000 to $1880,~~100,~~000.

If current and projected revenue growth ~~does~~ does not meet Management estimates, the Management may choose to raise additional capital through debt and/or equity transactions, ~~renegotiate~~ renegotiate current convertible debt obligations, reduce certain overhead costs through the deferral of salaries and other means, and settle liabilities through negotiation. Currently, we cannot provide assurance that such financing will be available to us on favorable terms, or at all. If, after utilizing the existing sources of capital available to us, further capital needs are identified ~~and~~ and if we are not successful in obtaining the financing, we may be forced to curtail our existing or planned future operations. If the Merger goes through, HJG will invest capital to fund the operations of the Company and if it does not, the Company will fund operations through the cash flow from the operations of the ProWater segment and other methods discussed above. We believe our plans will enable us to continue for a period in excess of one year from the date of the most recent balance sheet. The Company currently has $~~218~~146,~~720~~831 in cash on hand and is expected to fund operations for a period of at least one year with revenue ~~generated~~ generated from the ProWater segment and other methods discussed above.

Note 2 – Accounting Policies and Basis of Presentation

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.

These statements reflect all adjustments, ~~consisting~~ consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information ~~contained~~ contained therein. It is suggested that these consolidated interim financial statements be read in conjunction with the consolidated ~~financial~~ financial statements and notes thereto for SET Corp for the year ended March 31, 2013 included in SET Corp’s Annual Report on Form 10-K. The consolidated financial statements for the three and six months ended ~~June~~September 30, 2013 are not necessarily indicative of of the results expected for the ~~full~~ year ending March 31, 2014.

Consolidation

The consolidated financial statements include the assets, liabilities and operating results of the Company and its wholly-owned subsidiaries, Pro Water, LLC, a Utah limited liability company ("Pro Water Utah"), ProWater, LLC, a Colorado limited liability company ("ProWater Colorado"), and SET IP Holdings LLC, a Utah limited liability company ("Set IP"), after elimination of all material inter-company accounts and transactions. ~~Balances related to the Company’s former wastewater treatment plant and other operations are classified as discontinued operations.~~

~~F-5~~Estimates

~~Estimates~~The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates include the valuation of derivatives, equity instruments such as options and warrants, and provision for income taxes. Actual results could differ from those estimates.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates include the valuation of derivatives, equity instruments such as options and warrants, and provision for income taxes. Actual results could differ from those estimates.F-5

Fair Value of Financial Instruments

Effective October 1, 2009, the ~~Company~~ 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 measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 825 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - Include other inputs that are directly or indirectly observable in the marketplace.

Level 3 - Unobservable inputs which are supported by little or no market activity.

Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of ~~June~~September 30, 2013 and March 31, 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, 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.

Concentrations

Credit Risk

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

The geographic ~~locations~~location of the injection ~~wells~~well 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~~September 30, 2013 and 2012, the Company had five (5) and two (2) customers that accounted for approximately 86% and 98% of its revenue, respectively. During the six months ended September 30, 2013, the Company had three (3) customers that accounted for approximately 8265% of its revenue and ~~two~~four (24) customers that accounted for 8083% of its accounts receivable at ~~June~~ September 30, 2013. During the ~~three~~six months ended ~~June~~September 30, 2012, the Company had two (2) customers that accounted for approximately 97% of its revenue and one (1) customer that accounted for 9790% of its accounts receivable at ~~June~~September 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~~three customers. Revenue for the six months ended September 30, 2013 for our largest customer has also decreased by 72% compared to the corresponding prior period due to the customer now operating its own injection well. If there ~~was~~were an issue with these customers, we have additional oil customers that would potentially take this position.

~~Earnings Per Common Share~~F-6

~~Basic~~Earnings ~~earnings~~Per ~~per~~Common 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.Share

~~The~~Basic ~~Company~~earnings ~~excluded~~per ~~621,705~~common ~~options~~share ~~and~~is computed ~~500,000~~by ~~warrants~~dividing ~~from~~net income available to common shareholders by the ~~computation~~weighted-average number of ~~diluted~~common ~~net~~shares ~~loss~~outstanding during the reporting period. Diluted earnings per common share asis ~~their~~computed ~~exercise~~by ~~prices~~dividing ~~were~~net inincome available to common shareholders by the ~~excess~~combination of ~~the~~dilutive ~~average~~common ~~closing~~share ~~market~~equivalents, ~~price~~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 ~~three~~Company ~~months~~has ~~ended~~not ~~June~~yet 30recognized, ~~2013~~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.

The ~~following~~Company isexcluded a444,930 ~~summary~~options ~~of outstanding~~and ~~securities~~500,000 ~~which~~warrants ~~have~~from ~~been included in~~ the ~~calculation~~computation of diluted net ~~income~~loss per share ~~and~~as ~~reconciliation~~their ofexercise ~~net~~prices ~~income~~were toin ~~net~~excess of the average closing ~~income~~market ~~available~~price toof the Company’s common stock ~~holders~~ for the three and six months ended ~~June~~September 30, ~~2012~~2013.

FThe following is a summary of outstanding securities which have been excluded from the calculation of diluted net loss per share because the effect would have been anti-6dilutive for the three and six months ended September 30, 2012:

	For the Three Months Ended June 30,
	Three Months Ended September 30, 2012		Six Months Ended September 30, 2012
	2012
Common stock options		277,544		376,667
Weighted average common shares outstanding used in calculating basic earnings per share		16,524,884
Common stock warrants		–		–
Effect of related party convertible notes payable		1,427,439
Convertible notes		1,398,015		1,398,015
Effect of options and warrants		467,051
Totals		1,675,559		1,774,682
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 Company excluded 7595,~~000~~250 options and 21,~~005~~978,~~502~~835 warrants from the computation for the three and six months ended ~~June~~September 30, 2012, respectively, as their exercise prices were in excess of the average closing market price of the Company’s common stock.

Note 3 – Intangible Assets

Customer Relationships

During the ~~three~~six months ended ~~June~~September 30, 2013 and 2012, the Company recorded amortization expense to cost of goods sold related to the customer relationship of $714,~~215 and~~430 and $714,~~195~~468, respectively. The net carrying value of the customer relationship as of ~~June~~September 30, 2013 was $9486,~~033~~818.

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

~~Property~~Note ~~and~~4 – ~~equipment~~Property ~~as of June 30, 2013~~ and ~~March 31, 2013 consisted of the following:~~Equipment

	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

Property and equipment as of September 30, 2013 and March 31, 2013 consisted of the following:

During 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.

	September 30, 2013			March 31, 2013
Injection well	$	3,983,538		$	3,902,774
Machinery and equipment		4,026,143			3,983,618
Construction in progress		2,316,218			2,479,907
Buildings		87,500			87,500
Land		51,000			51,000
Office equipment, furniture and fixtures		10,692			4,188
Vehicles		27,474			–
Accumulated depreciation		(880,027	)		(571,371	)
Total	$	9,622,538		$	9,937,616

~~Note~~As ~~5 –~~of ~~Certain~~September ~~Balance~~30, ~~Sheet~~2013, ~~Elements~~construction in progress is idle and requires additional capital, which will most likely be a result of the Merger. During the six months ended September 30, 2013 and 2012, the Company recorded depreciation expense of $308,123 and $91,512, respectively.

~~Accrued~~Note ~~Liabilities~~5 – Certain Balance Sheet Elements

AtAccrued ~~June 30, 2013 and March 31, 2013, the Company had accrued liabilities as follows:~~Liabilities

	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

At September 30, 2013 and March 31, 2013, the Company had accrued liabilities as follows:

F-7

	September 30, 2013		March 31, 2013

Accrued interest	$	37,786	$	33,747
Royalty payable		58,581		96,247
Sales tax payable		22,092		108,968
Other		24,998		25,000
Total	$	143,457	$	263,962

Note 6 – Notes Payable

MOU Note Payable

OnThe ~~July~~Company 7,has ~~2010, the Company assumed~~ a promissory note payable of $45,000 which was incurred in connection with a memorandum of understanding to purchase SET Corp’s discontinued water ~~treatment~~ treatment plant. The note bears interest at 10% with a default rate of 18%. As of ~~June~~September 30, 2013, the note is in default and interest is being accrued at the default rate.

Related Party Convertible Note Payable to Metropolitan Real Estate LLC

On 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.

Since the conversion price of $0.375 related to $400,000 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, 2013, the outstanding balance of $1,170,584, net of the unamortized discount of $134,082 was classified as long term based on its subsequent conversion on April 12, 2013 as discussed below. During the ~~three~~six months ended ~~June~~September 30, 2013 and 2012, the Company amortized $134,082 and $3058,~~184~~541 of the discount or 10% and 24% of the liability to interest expense, respectively, using the effective interest method.

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.F-8

~~Related~~On ~~Party~~April ~~Convertible~~12, ~~Note~~2013, ~~Payable~~Metropolitan Real Estate LLC agreed to ~~Horst~~convert ~~Geicke~~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 six months ended September 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.

OnRelated ~~April~~Party ~~16,~~Convertible ~~2013,~~Note ~~we entered into a convertible~~Payable ~~revolving~~to ~~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.

~~Related~~On ~~Party~~April ~~Note~~16, ~~Payable~~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 ~~Bridgewell~~convert ~~Worldwide~~the ~~Limited~~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 six months ended September 30, 2013.

InRelated ~~September~~Party ofNote ~~2012,~~Payable ~~PWCO~~to ~~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.

~~An additional~~In ~~$300,000~~September ~~was~~of ~~funded~~2012, inPWCO ~~February~~entered ~~2013 under an Amended and Restated Revolving Note Agreement which included~~into ~~the following;~~ a) ~~the~~revolving ~~principal~~loan ~~amount~~agreement ~~shall~~with beBridgewell ~~increased~~Worldwide ~~to $2~~Limited,~~300,000,~~ ~~plus~~of 5%which ~~interest;~~Grant b)King ~~the~~is ~~personal~~as ~~guarantees~~an ~~of Mr.~~officer ~~Morlock~~ and ~~Mr.~~owner ~~Glaser shall be terminated~~of, ~~and~~ in ~~exchange,~~ the ~~ProWater~~amount of ~~Colorado~~$2,000,000. ~~shall~~The ~~grant~~note aincurred ~~first priority security~~ interest toat ~~Bridgewell~~5% inper ~~the~~annum ~~Cartwright Well ;~~ and ~~lastly~~was c)due ~~upon~~in ~~the~~full ~~mutual~~in ~~consent~~September of2014. ~~the~~The ~~Company~~loan ~~and~~was ~~Bridgewell,~~personally ~~any~~guaranteed ~~outstanding~~by ~~principal~~Keith Morlock and ~~interest~~Robert ~~may be converted at any time~~Glaser, ~~into~~but ~~common~~not ~~stock~~by of the Company. AsIn ofconnection ~~March~~with ~~31, 2013,~~ the ~~amount~~terminated ~~due~~Project onFinance ~~these~~Transaction ~~advances was $2,300,000 and was classified as long-term in the accompanying balance sheet based~~with ~~on its terms and subsequent conversion. During the year ended March 31~~PWCO, ~~2013,~~ the Company ~~capitalized~~has ~~interest~~been ofadvanced ~~$50,000 under~~funds ~~property~~from ~~and~~PWCO ~~equipment~~to incover ~~the~~payables ~~accompanying~~and ~~balance sheet. During~~ the ~~three~~cost ~~months ended June 30, 2013, the Company capitalized interest~~ of ~~$10,000~~constructing ~~under property and equipment in~~ the ~~accompanying~~Cartwright ~~balance sheet~~Well.

FAn additional $300,000 was funded in February 2013 under an Amended and Restated Revolving Note Agreement which included the following; a) the principal amount shall be increased to $2,300,000, plus 5% interest; b) the personal guarantees of Mr. Morlock and Mr. Glaser shall be terminated, and in exchange, the ProWater Colorado shall grant a first priority security interest to Bridgewell in the Cartwright Well ; and lastly c) upon the mutual consent of the Company and Bridgewell, any outstanding principal and interest may be converted at any time, into common stock of the Company. As of March 31, 2013, the amount due on these advances was $2,300,000 and was classified as long-8term in the accompanying balance sheet based on its terms and subsequent conversion. During the year ended March 31, 2013, the Company capitalized interest of $50,000 under property and equipment in the accompanying balance sheet. During the six months ended September 30, 2013, the Company capitalized interest of $10,000 under property and equipment in the accompanying balance sheet.

On April 30, 2013, Bridgewell notified us that they wanted to convert the Amended 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~~six months ended ~~June~~September 30, 2013 due to the difference between the fair market value of the shares issued of $0.29 per share ~~and~~ and stock price the note was converted at.

Note 7 – Stockholders’ ~~Equity~~Deficit

Common Stock Issued to Related Parties for Accrued Liabilities and Services

On March 27, 2012, the Company granted ~~common~~ 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~~ 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. In July 2013, the sixth tranche of 18,750 shares were issued. During the three and six months ended September ~~June~~ 30, 2013, the Company recorded stock-based compensation expense related to this issuance of $24,375 ~~within~~and $48,750 within general and administrative expense, respectively. Future stock-based compensation under this agreement is expected to be $4924,~~750~~ 375 in fiscal year 2014. ~~As discussed in Note 9,~~ Mr. Glaser’s remaining issuance for directors’ bonus shares were cancelled.

Stock Purchase Agreement with Horst Geicke

On May 7, 2013, the Company entered into a stock purchase agreement with Horst Geicke to purchase 20,000,000 shares of the Company’s common stock at $0.13 per share to raise $2,600,000 which included the conversion of a $600,000 note. ToThe ~~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.~~

~~Note 8 – Options and Warrants~~F-9

~~Stock~~Note ~~compensation~~8 – ~~expense,~~Options ~~excluding items disclosed above, recorded in general~~ and ~~administrative expense in the statements of income for the three months ended June 30, 2013 and 2012 was $10,710 and $126,691, respectively.~~Warrants

~~The~~Stock ~~following~~compensation isexpense, aexcluding ~~summary~~items disclosed ofabove, ~~activity~~recorded in general and administrative expense in the statements of ~~outstanding~~operations ~~stock~~for the three months ended September ~~option~~30, ~~activity~~2013 and 2012 was $10,710 and $76,691, respectively. Stock compensation expense, excluding items disclosed above, recorded in general and administrative expense in the statements of operations for the ~~three~~six months ended ~~June~~September 30, 2013: and 2012 was $21,420 and $153,382, respectively.

	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

The following is a summary of activity of outstanding stock option activity for the six months ended September 30, 2013:

Although 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 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 options 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.

	Number of Shares
Balance, March 31, 2013		1,039,145
Options granted		–
Options exercised		–
Options cancelled or forfeited		(550,991	)

Balance, September 30, 2013		488,154

FAlthough 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 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 options is likely to differ materially from historical volatility. The expected life is based on the remaining term of the options. The risk-9free interest rate is based on U.S. Treasury securities.

Warrants

The following is a summary of activity of outstanding common stock warrants for the ~~three~~six months ended ~~June~~September 30, 2013:

	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
Balance, September 30, 2013		500,000

Note 9 – Commitments and Contingencies

Manufacturing and Engineering Agreement

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~~September 30, 2013, $1,770,000 ~~was~~ was recorded as machinery and equipment in property and equipment and $700,341 in accounts payable on the accompanying balance sheet.

~~Technology Purchase Agreement with WES~~F-10

~~After extended~~Legal 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-maker 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.Proceedings

~~In reliance~~A ~~upon~~settlement ~~sales~~was ~~projections~~reached ~~and~~regarding ~~timelines~~a ~~as provided to us by WES and its CEO, previous management used its business judgment~~Complaint tofiled ~~utilize~~against the Company’s ~~financial~~by ~~resources,~~a ~~which~~previous ~~instead~~consultant ~~could have been used to grow Company assets~~ in ~~Utah~~the ~~and~~Orange ~~North Dakota,~~County toSuperior ~~produce~~Court. ~~and~~During ~~ship to Australia on behalf of WES~~ the ~~first~~six ~~MultiGen~~months ~~unit. However,~~ended asSeptember ~~of June~~ 30, 2013, ~~WES~~no ~~has failed~~additional togain ~~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~~loss ~~come~~was ~~close to achieving, any of the projections and timelines that they provided to us, and our shareholders, at the 2010 Annual Shareholders Meeting~~recorded. As such, current management has carefully evaluated the delays in WES getting the first MultiGen unit to market, the repayment for such unit, the effects that such delays have had on the value of such assets, 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.

~~Legal~~On ~~Proceedings~~May 16, 2013, a Complaint was filed against the Company by a previous 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. The Company filed a motion to dismiss on July 5, 2013, which the court granted on August 2, 2013. The Plaintiff then filed their first amended complaint on August 8, 2013. We filed our answer to the first amended complaint and counterclaim on August 26, 2013. Our counter-claim is based on the Plaintiff’s breach of the contract by Plaintiff’s failure and refusal to perform the contract, causing the Company damages in the amount of $4,500,000USD. On October 10, 2013, Plaintiff filed a motion to dismiss the answer and the counterclaim. However, on October 24, 2013, the court denied the motion to dismiss without prejudice and the Plaintiff filed their answer to the counterclaim on November 8, 2013. The court has set the date of trial for September 2, 2014, however the Company maintains that the claimed amounts have passed the statute of limitations and that the Complaint is without merit. The Company does not believe it is probable any additional amounts will be liable to Plaintiff and thus no provision has been recorded as of September 30, 2013. If it was determined that the Company would be liable for said amounts, the maximum to be recorded would be for the amount filed. The Company will vigorously defend the action.

OnNote ~~April~~10 ~~27,~~– ~~2012,~~Segment 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 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.Information

FThe Company reports information about operating segments, as well as disclosures about products and services and major customers. Operating segments are defined as revenue-10producing 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. As of September 30, 2013, the ProWater segment is the only revenue producing segment and operates in Utah and North Dakota.

OnThe ~~May 16, 2013, a Complaint was filed against the~~ Company byevaluates ~~another previous related consultant in~~ the ~~United~~performance ~~States District Court (Rimon Consultancy~~of v.its ~~SET, United~~segments ~~States~~based ~~District~~on ~~Court~~net CVincome ~~13-00900 FMO~~(loss)~~. This~~ isfrom ancontinuing ~~action for Breach of Contract with a prayer for approximately $473,000~~operations. ~~The~~Certain ~~Company~~income ~~filed~~and acharges ~~motion~~are tonot ~~dismiss~~allocated ~~on July 5, 2013. On August 2, 2013, the court granted the motion~~ to ~~dismiss~~segments ~~with leave for~~ in the ~~Plaintiff to amend the complaint. In the event that the Plaintiff filed their first amended complaint on August 8, 2013. The~~ Company’s ~~maintains~~management ~~that~~reports ~~the~~because ~~claimed~~they ~~amounts~~are ~~due~~not toconsidered ~~Rimon~~in ~~had~~evaluating ~~passed~~ the ~~statute~~segments’ ~~of limitations~~operating ~~and that the Complaint is without merit~~performance. The ~~Company~~following ~~has until August 26, 2013 to file responsive pleadings. The Company does not believe it~~ is ~~probable~~a ~~any~~summary ~~additional~~of ~~amounts~~information ~~will~~about beprofit ~~liable~~or toloss ~~Rimon~~ and ~~thus~~assets noby provision has been recorded as of June 30, 2013. If it was determined that the Company would be liable for said amounts, the maximum to be recorded would be for the amount filed. The Company will vigorously defend the action.segment:

Employment Agreements

	For the Three Months Ended									For the Three Months Ended
	September 30, 2013									September 30, 2012
	Pro Water			SET Corp			Total			Pro Water			SET Corp			Total
Revenues	$	661,777		$	–		$	661,777		$	899,491		$	–		$	899,491
Cost of revenues		458,304			–			458,304			303,428			–			303,428

Gross profit		203,473			–			203,473			596,063			–			596,063

Operating expenses:
General and administrative		115,361			283,102			398,463			128,352			400,928			529,280
Total operating expenses		115,361			283,102			398,463			128,352			400,928			529,280

Operating income (loss)		88,112			(283,102	)		(194,990	)		467,711			(400,928	)		66,783
Other income (expense):
Interest income		58			4			62			669			84			753
Interest expense		(1,557	)		(2,019	)		(3,576	)		(44,979	)		(6,069	)		(51,048	)
Change in fair value of derivative liability		–			–			–			–			30,260			30,260
Total other income (expense)		(1,499	)		(2,015	)		(3,514	)		(44,310	)		24,275			(20,035	)

Income (loss) before provision for income taxes		86,613			(285,117	)		(198,504	)		423,401			(376,653	)		46,748

Provision for income taxes								240									80,000
Net loss							$	(198,744	)							$	(33,252	)

~~Updated Termination of Employment for Robert Glaser~~F-11

By mutual agreement, on April 16, 2013, Mr. Glaser’s employment contract was terminated in consideration of a mutual release of liability and a severance salary of $45,000, which was paid over three months. All of Mr. Glaser’s options, and his remaining issuance for directors’ bonus shares, were cancelled. As of June 30, 2013, $7,500 was due to Mr. Glaser, which was subsequently paid.

	For the Six Months Ended									For the Six Months Ended
	September 30, 2013									September 30, 2012
	ProWater			SET Corp			Total			Pro Water			SET Corp			Total
Revenues	$	1,229,374		$	–		$	1,229,374		$	1,882,696		$	–		$	1,882,696
Cost of revenues		1,025,155			–			1,025,155			581,342			–			581,342

Gross profit		204,219			–			204,219			1,301,354			–			1,301,354

Operating expenses:
General and administrative		242,849			592,494			835,343			252,998			964,850			1,217,848
Total operating expenses		242,849			592,494			835,343			252,998			964,850			1,217,848

Operating income (loss)		(38,630	)		(592,494	)		(631,124	)		1,048,356			(964,850	)		83,506
Other income (expense):
Interest income		77			22			99			774			580			1,354
Interest expense		(3,367,162	)		(4,067	)		(3,371,229	)		(92,961	)		(13,046	)		(106,007	)
Change in fair value of derivative liability		–			–			–			–			115,409			115,409
Other, net		–			–			–			(27,721	)		43,165			15,444
Total other income (expense)		(3,367,085	)		(4,045	)		(3,371,130	)		(119,908	)		146,108			26,200

Income (loss) before provision for income taxes		(3,405,715	)		(596,539	)		(4,002,254	)		928,448			(818,742	)		109,706

Provision for income taxes								2,640									138,000
Net loss							$	(4,004,894	)							$	(28,294	)

~~Material~~The ~~Employment~~geographic ~~Terms~~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 ~~Termination~~gas wells are developed within the serviceable radius of ~~Employment~~the ~~for~~well, ~~Cynthia~~the ~~Glaser~~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.

ByAs ~~mutual~~of ~~agreement,~~September ~~on April 12~~30, 2013, ~~Mrs.~~ ~~Glaser’s~~primarily ~~employment~~all of ~~contract~~the ~~was~~property ~~terminated~~and inequipment ~~consideration~~was ofwithin athe ~~mutual~~ProWater ~~release~~segment of ~~liability~~which ~~and a severance salary of $~~19~~,000,~~% ~~which~~and 75% was ~~paid~~located toin ~~her~~Utah ~~over~~and ~~three~~North ~~months~~Dakota, respectively. All ~~Such~~assets ~~amount~~were ~~was~~located ~~accrued~~in asthe ofUnited ~~March 31~~States, ~~2013~~with as94% ~~she~~of ~~had~~total ~~already~~assets ~~resigned. All~~related ofto ~~Mrs.~~the ~~Glaser’s~~ProWater ~~options~~segment. ~~were~~Assets ~~also~~related ~~cancelled.~~to AsSET ofCorp primarily ~~June~~related ~~30,~~to ~~2013~~cash, noprepaids ~~amounts~~and ~~were~~deferred ~~due~~tax ~~to Mrs~~assets. ~~Glaser.~~

Note 10 11 – ~~Segment~~Subsequent ~~Information~~Events

~~The~~See ~~Company~~Note ~~reports information about operating segments, as well as disclosures about products and services and major customers~~1. 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. As of June 30, 2013, the ProWater segment is the only revenue producing segment and operates in Utah and North Dakota.

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-12

~~F-11~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

	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

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.

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.Overview

AsOur ofbusiness ~~June~~is ~~30,~~dedicated ~~2013,~~to ~~primarily~~responsible resource ~~all~~utilization ofthrough ~~the property~~environmentally sustainable technologies. Our products and ~~equipment~~services ~~was~~are ~~within~~intended ~~the~~to ~~ProWater~~limit ~~segment~~our ofcustomer’s environmental ~~which~~impact ~~19%~~by conserving valuable and ~~81%~~diminishing ~~was~~natural ~~located~~resources. inCurrent ~~Utah~~and future products include, and ~~North~~are ~~Dakota~~expected to include, ~~respectively.~~innovative eco-technologies that provide patented treatment, recovery, reclamation and re-injection services for Produced ~~All~~Water ~~assets~~(which ~~were~~is ~~located~~associated inwith the ~~United~~oil ~~States~~and gas industry) and the ultra-efficient tri-gen systems that offer combined cooling, heating, and power generation with ~~92%~~the added capability of ~~total~~water ~~assets~~production ~~related~~from a single energy source. We also plan to provide customized services that include design, construction, management, operation and maintenance services, and equipment manufacturing for the ~~ProWater~~industrial ~~segment~~and municipal sectors. ~~Assets~~Therefore, ~~related~~we continue to ~~SET~~be ~~Corp~~competitive with our competitors, which range from small ~~primarily~~start-up ~~related~~enterprises to ~~cash,~~companies ~~prepaids~~that are larger and ~~deferred~~more ~~tax~~established ~~assets~~than us with access to significant financial resources.

~~Note~~Products 11and ~~– Subsequent Events~~Services

~~See~~Blue ~~Note~~Bench 9SWD in Duchesne, Utah. Through our wholly owned subsidiary Pro Water, LLC, a Utah limited liability company (“Pro Water Utah”), our Blue Bench Class II Salt Water Disposal (“SWD”) well is operated in Duchesne, Utah. Disposal wells are one of the few, available methods for ~~legal~~disposing ~~proceedings~~Produced ~~related~~Water, a byproduct of the oil and gas industry, in that area. The Blue Bench Class II SWD well takes in Produced Water, brought in from customers in the surrounding oil and gas fields, and converts that Produced Water into processed water, which can be reused for drilling for oil and gas, or alternatively safely injected into approved formations. While the Blue Bench Class II SWD well previously operated at greater than expected capacity, current estimates have led us to ~~Shani~~believe ~~Investments~~that the overall well capacity is lower than expected, and therefore we are currently exploring additional new technologies to enhance the production capability and cut down on operating costs at the facility. This technology would also improve the oil water separation process, allowing for additional oil recovery.

InCenterline ~~July~~SWD ~~2013,~~Technology ~~the~~and ~~Company~~SWD ~~received the~~Wells ~~remaining~~in ~~$250~~North Dakota. Through our wholly owned subsidiary ProWater,~~000~~ ~~from~~LLC, ~~Horst~~a ~~Geicke~~Colorado ~~that~~limited ~~was~~liability ~~recorded~~company as(“ProWater Colorado”), we own, operate and manage a ~~subscription~~Class ~~receivable~~II inSWD ~~other~~well ~~current~~in ~~assets~~Cartwright, onNorth Dakota (the ~~accompanying~~“Cartwright Well”), and we anticipate ~~balance~~developing ~~sheet~~a asClass ofII ~~June~~SWD 30well in Williston, ~~2013~~North Dakota (the “Williston Well”), and the Centerline SWD Technology.

~~F-12~~The Cartwright Well construction has been completed, and the well is in partial operation. The Cartwright Well was anticipated to be in full operation in 2013, but due to vendor issues with our primary contractor GE, we have been inhibited from doing such. We are currently considering all options for remedying this matter. While current data available to us implies that this well has an excellent probability of being able to receive large volumes of water, but it should be noted, that this does not directly relate to the amount of business the facility will take in.

~~Item~~The 2Williston Well has been drilled, the wellhead is completed and the tank farm has been installed. ~~Management’s~~Additional financing ~~Discussion~~will need to be secured, for the completion and ~~Analysis~~development of ~~Financial~~the ~~Condition~~pump ~~and~~facility ~~Results~~for the Williston Well. Therefore, at this time, the Williston well is not expected to come on line until additional financing is secured. Current data available to us implies that this well also has a good probability of ~~Operations~~being able to receive large volumes of water, but it should be noted, that this does not directly relate to the amount of business the facility will take in.

~~You~~MultiGen. ~~should~~The ~~read~~MultiGen ~~the following discussion~~is ~~and~~a ~~analysis~~highly ofefficient, ~~our~~reliable, ~~financial~~low-emission ~~condition~~ and ~~results~~commercially ofproven ~~operations~~integrated ~~together~~solution ~~with~~that ~~"Selected~~uses ~~Financial~~natural ~~Data"~~gas, ~~and~~biogas, ~~our~~diesel ~~financial~~or ~~statements~~other ~~and~~fuels ~~related~~to ~~notes~~power ~~appearing~~a ~~elsewhere in this Quarterly Report. This discussion and analysis contains forward~~micro-~~looking statements~~turbine that ~~involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated~~ in ~~these~~turn ~~forward-looking~~powers ~~statements as~~ a ~~result~~chiller ofrunning ~~certain factors, including, but not limited to, those presented in~~ our ~~prior SEC~~patent-pending ~~filings~~air ~~and~~conditioning/water-from-air ~~elsewhere in this Quarterly Report~~generation unit.

~~Overview~~After 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-maker 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.

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.1

~~Products~~In reliance upon sales projections and timelines provided to us by WES and ~~Services~~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 WES the first MultiGen unit. However, as of June 30, 2013, WES has failed to provide us with any reasonable updates as requested in regards to accurate projections, timelines, 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 effects that such delays have had on the value of such assets, 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.

~~Blue Bench~~Results SWD in Duchesne, Utah. Through our wholly owned subsidiary Pro Water, LLC, a Utah limited liability company (“Pro Water Utah”), our Blue Bench Class II Salt Water Disposal (“SWD”) well is operated in Duchesne, Utah. Disposal wells are one of ~~the~~Operations ~~few, available methods~~ for ~~disposing Produced Water, a byproduct of~~ the ~~oil~~Three ~~and~~Months ~~gas~~Ended ~~industry, in that area.~~September ~~The Blue Bench Class II SWD well takes in Produced Water~~30, ~~brought~~2013 ~~in from customers in the surrounding oil~~ and gas fields, and converts that Produced Water into processed water which can be reused for drilling for oil and gas, or alternatively safely injected into approved formations. While the Blue Bench Class II SWD well previously operated at greater than expected capacity, current estimates have led us to believe that the overall well capacity is lower than expected, and therefore we are currently exploring additional new technologies to enhance the production capability and cut down on operating costs at the facility. This technology would also improve the oil water separation process, allowing for additional oil recovery. 2012

~~Centerline SWD~~The ~~Technology~~following ~~and~~table ~~SWD~~summarizes ~~Wells~~the ~~in North Dakota. Through our wholly owned subsidiary ProWater, LLC, a Colorado limited liability~~results ~~company~~of ~~(“ProWater~~continuing ~~Colorado”),~~operations weamounts ~~own,~~of ~~operate and manage~~ the ~~Class~~Company IIfor ~~SWD wells in Cartwright, North Dakota (~~the ~~“Cartwright Well”),~~periods and ~~the~~dates ~~Class II SWD well in Williston, North Dakota (the “Williston Well”), and the Centerline SWD Technology.~~shown:

The 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.

	For the Three Months Ended September 30,
	2013			2012
Combined Statement of Operations Data:
Revenue	$	661,777		$	899,491
Cost of revenue		458,304			303,428
Operating expenses		398,463			529,280
Operating income (loss)		(194,990	)		66,783
Other expense		(3,514	)		(20,035	)
Income (loss) from continuing operations		(198,504	)		46,748
Net loss	$	(198,744	)	$	(33,252	)

~~The~~Revenues decreased $237,714 or 26%, for the ~~Williston~~three ~~Well~~months ~~has~~ended ~~been~~September ~~drilled~~30, 2013 compared to the ~~wellhead~~corresponding prior period. This decrease is ~~completed~~based ~~and~~upon management’s decision to reduce its volume intake to maximize the ~~tank~~Blue ~~farm~~Bench ~~has~~Class ~~been~~II ~~installed~~SWD wells longevity. AsThe ~~additional~~long ~~financing~~term iseffect ~~secured,~~of utilizing the ~~pump~~wells ~~facility~~maximum ~~for~~capacity ~~the~~would ~~Williston~~create ~~Well~~additional iscapital ~~expected~~investment toand bemaintenance ~~delivered~~costs inthat outweigh the ~~next~~benefits ~~several~~to ~~months~~short term revenue gains. The Blue Bench Class II SWD well and Cartwright Well are currently averaging over 4,000 BPD and 2,000 BPD, respectively, which is ~~anticipated~~within tothe beoriginal inforecast ~~operation~~projected. The Company’s largest customer accounted for 25% of revenue bycompared to 87% for the ~~spring~~corresponding prior period due to the start-up of ~~2014~~the Cartwright Well. ~~Current~~Revenue ~~data~~for ~~available~~the tothree usmonths ~~implies~~ended September ~~that~~30, 2013 for this ~~well~~customer has also ~~has~~decreased aby ~~good~~79% ~~probability~~compared ofto ~~being~~the ~~able~~corresponding prior period due to ~~receive~~the customer now ~~large~~operating ~~volumes~~its own injection well. Reclaimed oil revenue is a byproduct that is dependent on the quality of the water provided and is not consistent or predictable.

~~MultiGen.~~Cost of revenue increased $154,876 or 51%, ~~The~~for ~~MultiGen~~the isthree amonths ~~highly~~ended ~~efficient~~September 30, ~~reliable~~2013 compared to the corresponding prior period. As a percentage of revenues, ~~low-emission~~cost ~~and~~of revenue ~~commercially~~was ~~proven~~69% ~~integrated~~compared ~~solution~~to ~~that~~34% ~~uses~~in ~~natural~~the ~~gas~~prior period. Items included within cost of revenues represent labor, ~~biogas~~depreciation and amortization, ~~diesel~~equipment orrental, ~~other~~supplies, ~~fuels~~utilities, repair and maintenance. Principal factors contributing to ~~power~~the aincrease ~~micro-turbine~~in ~~that~~cost of revenue included an increase in ~~turn~~variable ~~powers~~expenditures, asuch ~~chiller~~as ~~running~~materials disposal, rental equipment and repair and maintenance due to an increase in costs by our ~~patent-pending~~vendors. ~~air~~Payroll ~~conditioning/~~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 September 30, 2013 were approximately $53,000 of material disposal and chemical costs for the Cartwright Well which was approximately 60% of water- processing revenue generated from~~-air~~ that well. In addition, during the three months ended September 30, 2013, there ~~generation~~was ~~unit~~$165,329 of depreciation and amortization included in cost of revenue compared to $57,076 during the corresponding prior period due to the addition of the Cartwright Well.

~~After extended~~Total ~~delays,~~operating ~~World~~expenses ~~Environmental~~decreased ~~Solutions~~$130,817 or ~~Pty~~25% ~~Ltd.,~~for anthe ~~Australian~~three ~~company~~months ~~(“WES”)~~ended September 30, 2013 compared to the ~~company~~corresponding inprior ~~which~~period wedue ~~entered~~to traveling and administrative ~~into~~costs related to the ~~Technology~~previously ~~Purchase~~disclosed ~~Agreement,~~pending ~~and~~acquisition ~~amendments~~that ~~thereto~~was ~~(collectively~~cancelled ~~referred~~and toapproximately ~~herein~~$165,000 asdecrease ~~the~~in ~~“Technology~~stock ~~Purchase~~based ~~Agreement”),~~compensation ~~was~~due ~~able~~ to ~~install~~options ~~the~~and ~~first,~~shares ~~patent~~issued ~~pending~~for ~~production~~services. ~~model,~~Operating ~~MultiGen~~expenses ininclude ~~Australia.~~management ~~After~~and ~~over~~administrative apersonnel costs ~~year~~(including ~~delay, the~~non-cash ~~production~~stock-based ~~model~~compensation), ~~was~~corporate ~~partially~~office ~~started~~costs, inaccounting ~~October~~fees, ofdepreciation ~~2012~~and ~~with~~amortization, ~~the~~legal expense, ~~water-maker~~information ~~and~~systems ACexpense, ~~unit~~product ~~put~~marketing, ~~into~~and ~~service~~sales ~~first~~expense. ~~The~~During ~~Capstone generator~~the ~~was~~three ~~successfully~~months ~~commissioned~~ended onSeptember ~~February 2~~30, 2013 and 2012, ~~was~~expenditures ~~anticipated~~included toapproximately be$35,000 ~~put~~and ~~into~~$200,000 ~~complete~~for ~~24-hour~~stock ~~operation~~based incompensation, ~~March of 2013~~$159,000 ~~but~~and ~~has~~$116,000 ~~been~~in ~~delayed~~professional fees, ~~indefinitely.~~$71,000 ~~This~~and ~~first~~$116,000 ~~installation~~in ~~was~~salaries ~~done~~and inwages, ~~conjunction~~respectively, ~~with~~and ~~the~~general ~~Queensland~~corporate ~~Government~~expenditures ~~and their~~for ~~relationship~~the ~~with~~Company ~~the~~for ~~TAFE~~rent, ~~School~~utilities, etc.

1Total other expense was $3,514 for the three months ended September 30, 2013 compared to expense of $20,035 for the corresponding prior period. Other income (expense) includes interest income, interest expense, change in fair value of derivative liability, and gain on settlement of payables and accrued liabilities.

In reliance upon sales projections 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 WES the first MultiGen unit. However, as of June 30, 2013, WES has failed to provide us with any reasonable updates as requested in regards to accurate projections, timelines, 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 effects that such delays have had on the value of such assets, 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.2

~~Results~~Provision offor ~~Operations~~income taxes was $240 for the ~~Three~~three ~~Months~~months ~~Ended~~ended ~~June~~September 30, 2013 compared to a provision of $80,000 for the corresponding prior period based on estimated taxable income. The Company did not record significant tax during the three months ended September 30, 2013 ~~And~~as ~~2012~~the Company does not expect a significant amount of taxable income for the year ended March 31, 2014.

~~The~~Segment ~~following~~Results ~~table~~for ~~summarizes~~ the ~~results~~Three ~~of continuing operations~~Months ~~amounts~~Ended ofSeptember ~~the~~30, ~~Company~~2013 ~~for the periods~~ and ~~dates shown:~~2012

	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

The following should be read in conjunction with the quarterly financial results of fiscal 2013 for each reporting segment. See “Notes to Consolidated Financial Statements, Note 10 — Segment Information.” The Company evaluates the performance of its segments based on net income 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 by segment:

Revenues decreased $415,608 or 42%, for the three months ended June 30, 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 period due to the start up of the Cartwright Well.

	For the Three Months Ended									For the Three Months Ended
	September 30, 2013									September 30, 2012
	Pro Water			SET Corp			Total			Pro Water			SET Corp			Total
Revenues	$	661,777		$	–		$	661,777		$	899,491		$	–		$	899,491
Cost of revenues		458,304			–			458,304			303,428			–			303,428

Gross profit		203,473			–			203,473			596,063			–			596,063

Operating expenses:
General and administrative		115,361			283,102			398,463			128,352			400,928			529,280
Total operating expenses		115,361			283,102			398,463			128,352			400,928			529,280

Operating income (loss)		88,112			(283,102	)		(194,990	)		467,711			(400,928	)		66,783
Other income (expense):
Interest income		58			4			62			669			84			753
Interest expense		(1,557	)		(2,019	)		(3,576	)		(44,979	)		(6,069	)		(51,048	)
Change in fair value of derivative liability		–			–			–			–			30,260			30,260
Total other income (expense)		(1,499	)		(2,015	)		(3,514	)		(44,310	)		24,275			(20,035	)

Income (loss) before provision for income taxes		86,613			(285,117	)		(198,504	)		423,401			(376,653	)		46,748

Provision for income taxes								240									80,000
Net loss							$	(198,744	)							$	(33,252	)

~~Cost~~Pro 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.Water

~~Total~~All ~~operating~~revenues ~~expenses~~and ~~decreased~~cost ~~$251,688 or~~of ~~37%~~revenues ~~for~~are ~~the three months ended June 30, 2013 compared to the corresponding prior period due to traveling and administrative~~associated ~~costs~~with ~~related to~~ the ~~previously~~ProWater ~~disclosed pending acquisition that was cancelled and approximately $225,000 decrease in stock based compensation due to options and shares issued for services~~segment. ~~Operating~~See ~~expenses~~explanation ~~include~~above ~~management~~regarding ~~and~~changes 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 $260,000 for stock based compensation, $134,000 and $98,000 in ~~professional~~revenues ~~fees, $105,000 (including $45,000 in severance)~~ and ~~$155,000~~cost inof ~~salaries and wages, respectively, and general corporate expenditures for the Company for rent, utilities, etc~~revenues.

Total ~~other~~operating ~~expense~~expenses ~~was~~decreased $312,~~367,616~~991 or 10% for the three months ended ~~March~~September 3130, 2013 compared to ~~income of $46,235 for~~ the ~~corresponding~~ prior period presented due to the ~~additional~~decrease ~~interest expense~~in ~~related~~management toand administrative ~~the~~costs ~~conversion~~ of the ~~Horst~~Company ~~Geicke~~as ~~note~~discussed ~~and Bridgewell Worldwide Limited note payable of $323,077 and $2,904,615, respectively~~above. ~~Other~~Also ~~income~~as ~~(expense)~~a ~~includes interest income~~result, ~~interest~~as ~~expense,~~a ~~change~~percentage ~~in fair value~~ of ~~derivative liability~~revenue, ~~and~~ ~~gain~~operating onexpenses ~~settlement~~increased from of14% ~~payables~~to ~~and accrued liabilities~~17%.

Total other expense decreased $42,811 or 97% for the three months ended September 30, 2013 compared to the prior period due to the interest expense related to the now converted $2.0 million note payable to the former shareholder of Pro Water.

~~Provision~~SET ~~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.~~Corp

~~Segment~~There ~~Results~~is ~~for~~no ~~the~~revenue ~~Three~~generated ~~Months~~by ~~Ended~~this ~~June~~segment for ~~30,~~any ~~2013 and~~of ~~2012~~the periods presented.

~~The~~Total ~~following~~operating ~~should~~expenses befor ~~read~~the inthree ~~conjunction~~months ~~with~~ended ~~the~~September ~~quarterly~~30, ~~financial~~2013 ~~results~~decreased of$117,826 ~~fiscal~~or ~~2013~~29% ~~for~~compared ~~each~~to ~~reporting~~the ~~segment.~~prior ~~See~~period ~~“Notes~~presented due to ~~Consolidated~~the ~~Financial~~decrease ~~Statements,~~in stock compensation ~~Note~~and 10decrease —in ~~Segment~~salaries ~~Information.”~~as ~~The~~a ~~Company~~result ~~evaluates~~of the ~~performance~~resignation of ~~its~~Mr. ~~segments~~and ~~based~~Mrs. onGlaser. ~~net~~Operating ~~income~~expenses ~~from~~include ~~continuing~~management and administrative ~~operations.~~personnel ~~Certain~~costs ~~income~~(including non-cash stock-based compensation), corporate office costs, accounting fees, depreciation and ~~charges~~amortization, legal ~~are~~expense, ~~not~~information ~~allocated~~systems toexpense, ~~segments~~product inmarketing, sales expense, and research and development expenses. During the three ~~Company’s~~months ~~management~~ended ~~reports~~September ~~because~~30, ~~they~~2013 ~~are~~and 2012, expenditures included approximately $28,000 and $175,000 for stock based compensation, ~~not~~$140,000 ~~considered~~and $62,000 in ~~evaluating~~professional ~~the~~fees, ~~segments’~~$40,000 ~~operating~~and ~~performance.~~$62,000 ~~The~~in ~~following~~salaries isand awages, ~~summary~~respectively, ofand ~~information~~general ~~about~~corporate ~~profit~~expenditures orfor ~~loss~~SET byCorp ~~segment:~~for rent, utilities, etc.

	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

Total other expenses for the three months ended September 30, 2013 was $2,015 compared to income of $24,275 for the prior period presented due to approximately $30,000 of change in fair value of derivative liability in the prior period.

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

~~All~~Results ~~revenues and cost~~ of ~~revenues~~Operations ~~are~~for ~~associated~~The Six ~~with~~Months ~~the~~Ended ~~ProWater~~September ~~segment.~~30, ~~See~~2013 ~~explanation~~And ~~above regarding changes in revenues and cost of revenues.~~2012

~~Total~~The ~~operating~~following ~~expenses~~table ~~increased~~summarizes ~~$11,592 or 10% for~~ the ~~three~~results of ~~months~~continuing ~~ended~~operations ~~June~~amounts ~~30,~~of ~~2013 compared to~~ the ~~prior~~Company ~~period~~for ~~presented due to~~ the ~~increase~~periods ~~in management~~ and ~~administrative costs~~dates ~~of the Company as discussed above. Also as a result, as a percentage of revenue, operating expenses increased from 12% to 22%.~~shown:

Total other expense increased $3,289,988 or 4352% for the three months ended June 30, 2013 compared to the prior period due to the additional interest expense related to the conversion of Bridgewell Worldwide Limited note payable of $2,904,615.

	For the Six Months Ended September 30,
	2013			2012
Combined Statement of Operations Data:
Revenue	$	1,229,374		$	1,882,696
Cost of revenue		1,025,155			581,342
Operating expenses		835,343			1,217,848
Operating income (loss)		(631,124	)		83,506
Other income (expense)		(3,371,130	)		26,200
Income (loss) from continuing operations		(4,002,254	)		109,706
Net loss	$	(4,004,894	)	$	(28,294	)

~~SET~~Revenues ~~Corp~~decreased $653,322 or 35%, for the six months ended September 30, 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 4,000 BPD and 2,000 BPD, respectively, which is within the original forecast projected. The Company’s largest customer accounted for 36% of revenue compared to 83% for the corresponding prior period due to the start-up of the Cartwright Well. Revenue for the six months ended September 30, 2013 for this customer has also decreased by 72% compared to the corresponding prior period due to the customer now operating its own injection well. Reclaimed oil revenue is a byproduct that is dependent on the quality of the water provided and is not consistent or predictable.

~~There~~Cost isof norevenue increased $443,813 or 76%, for the six months ended September 30, 2013 compared to the corresponding prior period. As a percentage of revenues, cost of revenue was ~~generated~~83% compared to 31% 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 ~~this~~our ~~segment~~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 six months ended September 30, 2013 were approximately $386,000 of material disposal and chemical costs for ~~any~~the Cartwright Well which was approximately 88% of water processing revenue generated from that well. In addition, during the ~~periods~~six ~~presented~~months ended September 30, 2013, there was $318,779 of depreciation and amortization included in cost of revenue compared to $105,188 during the corresponding prior period due to the addition of the Cartwright Well.

Total operating expenses decreased $382,505 or 31% for the ~~three~~ six months ended ~~June~~September 30, 2013 ~~decreased $263,280 or 46%~~ compared to the corresponding prior period ~~presented~~ due to traveling and administrative costs related to the ~~decrease~~previously indisclosed ~~stock~~pending ~~compensation~~ acquisition that was cancelled and approximately $390,000 decrease in ~~salaries~~stock asbased compensation adue ~~result~~to ofoptions ~~the~~and ~~resignation~~shares ofissued ~~Mr.~~for ~~and Mrs~~services. ~~Glaser.~~ Operating expenses include management and administrative ~~personnel~~ personnel costs (including non-cash stock-based compensation), corporate office costs, accounting fees, depreciation and amortization, ~~legal~~ legal expense, information systems expense, product marketing, ~~sales expense,~~ and ~~research~~sales ~~and development expenses~~expense. During the ~~three~~ six months ended ~~June~~September 30, 2013 and 2012, expenditures included approximately $2870,000 and $~~236~~460,000 for stock based compensation, $~~114~~308,000 and $97166,000 in professional fees, $77175,~~500~~000 (including $45,000 inof severance) and $~~109~~271,000 in salaries and wages, respectively, and general corporate expenditures for ~~SET~~the ~~Corp~~Company for rent, utilities, etc.

Total other expense was $3,371,130 for the six months ended September 30, 2013 compared to income of $26,200 for the corresponding prior period due to the additional interest expense related to the conversion of the Horst Geicke note and Bridgewell Worldwide Limited note payable of $323,077 and $2,904,615, respectively. Other income (expense) includes interest income, interest expense, change in fair value of derivative liability, and gain on settlement of payables and accrued liabilities.

~~Total~~Provision ~~other~~for ~~expenses~~income taxes was $2,640 for the ~~three~~six months ended ~~June~~September 30, 2013 ~~was $2,030~~ compared to ~~income~~a provision of $~~121~~138,~~833~~000 for the corresponding prior period ~~presented~~based ~~due~~on toestimated ~~approximately~~taxable ~~$85,000~~income. ofThe ~~change~~Company did not record significant tax during inthe ~~fair~~three ~~value~~months ended September 30, 2013 as the Company does not expect a significant amount of ~~derivative~~taxable ~~liability~~income infor the ~~prior~~year ~~period~~ended March 31, 2014.

~~Liquidity~~Segment ~~and~~Results ~~Management’s~~for ~~Plans~~the Six Months Ended September 30, 2013 and 2012

AsThe ~~shown~~following inshould ~~the~~be ~~accompanying~~read ~~consolidated~~in conjunction ~~financial~~with ~~statements, during~~ the ~~three~~quarterly ~~months~~financial ~~ended~~results ~~June 30, 2013, we incurred an operating loss before income taxes~~ of ~~$3,803,750. As of~~fiscal ~~June 30,~~ 2013, wefor ~~had~~each areporting ~~working capital deficit of $892,632~~segment. InSee ~~addition,~~“Notes ~~operations~~to ~~are~~Consolidated ~~primarily~~Financial ~~concentrated with three customers~~Statements, ~~one~~Note ~~which~~10 ~~represented~~— ~~48%,~~Segment ~~one which represented 20%, and one which represented 12% of total revenues~~Information.” ~~During the three months ended June 30, 2013, we used cash flows in operations of $1,939,330.~~ The ~~net~~Company ~~loss~~evaluates ~~during~~ the ~~three~~performance ~~months~~of ~~ended~~its ~~June~~segments ~~30,~~based ~~2013~~on ~~was primarily~~net ~~due~~income tofrom ~~a 42% decrease in revenue due to a 29% decrease in sales with our majority water processing customer. During the~~continuing ~~three months ended June 30, 2013, we funded~~ operations. ~~through~~Certain ~~cash~~income ~~flows generated from the ProWater segment~~ and ~~sales~~charges ofare ~~common stock.~~not Inallocated ~~fiscal 2014, we intend~~ to ~~fund~~segments ~~operations~~in ~~and~~the ~~pay~~Company’s ~~down~~management ~~liabilities~~reports ~~through~~because ~~cash~~they ~~on hand and the positive cash flow being~~are ~~generated~~not byconsidered ~~the~~in ~~Pro~~evaluating ~~Water segment. In addition, we intend to continue to negotiate~~ the ~~settlement~~segments’ ofoperating ~~liabilities~~performance. The ~~Company has~~following ~~converted~~is ~~over~~a ~~$3,600,000~~summary of ~~debt~~information ~~into~~about ~~stock and its majority shareholder has committed to $2,600,000 in a stock purchase agreement~~profit ofor ~~which~~loss ~~$2,600,000~~by ~~has been received and has been used to decrease ProWater Colorado payables from approximately $3,000,000 to $1,100,000.~~segment:

If current and projected revenue growth does not meet Management estimates, the Management 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, we cannot provide assurance that such financing will be available to us on favorable terms, or at all. If, after utilizing the existing sources of capital available to us, further capital needs are identified and if we are not successful in obtaining the financing, we may be forced to curtail our existing or planned future operations. We believe our plans will enable us to continue for a period in excess of one year from the date of the most recent balance sheet. The Company currently has $218,720 in cash on hand and is expected to fund operations for a period of at least one year with revenue generated from the ProWater segment.4

Operating Activities

	For the Six Months Ended									For the Six Months Ended
	September 30, 2013									September 30, 2012
	ProWater			SET Corp			Total			Pro Water			SET Corp			Total
Revenues	$	1,229,374		$	–		$	1,229,374		$	1,882,696		$	–		$	1,882,696
Cost of revenues		1,025,155			–			1,025,155			581,342			–			581,342

Gross profit		204,219			–			204,219			1,301,354			–			1,301,354

Operating expenses:
General and administrative		242,849			592,494			835,343			252,998			964,850			1,217,848
Total operating expenses		242,849			592,494			835,343			252,998			964,850			1,217,848

Operating income (loss)		(38,630	)		(592,494	)		(631,124	)		1,048,356			(964,850	)		83,506
Other income (expense):
Interest income		77			22			99			774			580			1,354
Interest expense		(3,367,162	)		(4,067	)		(3,371,229	)		(92,961	)		(13,046	)		(106,007	)
Change in fair value of derivative liability		–			–			–			–			115,409			115,409
Other, net		–			–			–			(27,721	)		43,165			15,444
Total other income (expense)		(3,367,085	)		(4,045	)		(3,371,130	)		(119,908	)		146,108			26,200

Income (loss) before provision for income taxes		(3,405,715	)		(596,539	)		(4,002,254	)		928,448			(818,742	)		109,706

Provision for income taxes								2,640									138,000
Net loss							$	(4,004,894	)							$	(28,294	)

~~Cash~~Pro used in operating activities were $1,939,330 and provided by operating activities were $73,051 the three months ended June 30, 2013 and 2012, respectively. In 2013, this was the result of a net loss of $3,806,150 offset by non-cash and non-operating items (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 and liabilities of $1,687,263, which was primarily due to the decrease in accounts payable.Water

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

~~Cash~~Total ~~used~~operating inexpenses ~~investing~~decreased ~~activities during~~$10,149 or 4% for the ~~three~~six months ended ~~June~~September 30, 2013 ~~and~~compared ~~2012~~to ~~were~~the ~~$225,842~~prior ~~and~~period ~~$726,283,~~presented ~~respectively.~~due Into ~~2013~~the ~~and~~decrease ~~2012,~~in ~~the~~management ~~primary investing~~and ~~activity~~administrative ~~was~~costs ~~purchase~~ of ~~fixed assets related to~~ the ~~injection~~Company ~~wells~~as ofdiscussed ~~$165,842 and $726,283, respectively~~above. Also inas ~~2013,~~a ~~$60~~result,~~000 was~~ ~~used~~as ~~for~~a ~~bonds~~percentage ~~related~~of ~~to the injection wells. Significant expenditures were made by us to automate~~revenue, ~~winterize~~operating ~~and~~expenses ~~add additional~~increased ~~stations~~from 13% to ~~the Blue Bench SWD injection well for increased production in 2012~~20%.

~~Financing~~Total ~~Activities~~other expense increased $3,247,177 or 2,708% for the six months ended September 30, 2013 compared to the prior period due to the additional interest expense related to the conversion of the Horst Geicke note and Bridgewell Worldwide Limited note payable of $323,077 and $2,904,615, respectively

~~Financing~~SET 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.Corp

~~Off-Balance~~There ~~Sheet~~is ~~Arrangements~~no revenue generated by this segment for any of the periods presented.

~~The~~Total ~~Company~~operating ~~does~~expenses ~~not~~for ~~have~~the ~~any~~six ~~off-balance~~months ~~sheet~~ended ~~arrangements~~September ~~that~~30, ~~have~~2013 decreased $372,356 or ~~are~~39% ~~reasonably~~compared ~~likely~~to the prior period presented due to ~~have~~the decrease in stock compensation and decrease in salaries as a ~~current~~result orof ~~future~~the ~~effect~~resignation onof 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 six ~~Company's~~months ~~financial~~ended ~~condition~~September 30, 2013 and 2012, expenditures included approximately $56,000 and $411,000 for stock based compensation, ~~changes~~$270,000 and $165,000 in ~~financial~~professional ~~condition~~fees, ~~revenues~~$118,000 or(including ~~expenses~~$45,000 ~~results~~in ofseverance) ~~operations~~and $109,000 ~~liquidity~~in salaries and wages, ~~capital~~respectively, and general corporate expenditures orfor ~~capital~~SET ~~resources that~~Corp ~~are~~for ~~material~~rent, toutilities, ~~investors~~etc.

~~Item 3. Quantitative and Qualitative Disclosures About Market Risk.~~5

~~This~~Total ~~item~~other isexpenses ~~not~~for ~~applicable~~the six months ended September 30, 2013 was $4,045 compared to income of $146,108 for the prior period presented due to approximately $115,000 of change in fair value of derivative liability in the prior period.

4Liquidity and Capital Resources

~~Item~~As shown in the accompanying consolidated financial statements, during the six months ended September 30, 2013, we incurred an operating loss before income taxes of $4,002,254. As ~~Controls~~of September 30, 2013, we had a working capital deficit of $844,677. In addition, operations are primarily concentrated with three customers, one which represented 36%, one which represented 17%, and ~~Procedures~~one which represented 12% of total revenues. During the six months ended September 30, 2013, we used cash flows in operations of $2,197,137. The net loss during the six months ended September 30, 2013 was primarily due to a 35% decrease in revenue due to a 72% decrease in sales with our majority water processing customer. During the six months ended September 30, 2013, we funded operations through cash flows generated from the ProWater segment and sales of common stock. In fiscal 2014, we 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 has converted over $3,600,000 of debt into stock and its majority shareholder has committed to $2,600,000 in a stock purchase agreement of which $2,600,000 has been received and has been used to decrease ProWater Colorado payables from approximately $3,000,000 to $880,000.

~~Disclosure~~If ~~Controls~~current and ~~Procedures~~projected revenue growth does not meet Management estimates, the Management 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, we cannot provide assurance that such financing will be available to us on favorable terms, or at all. If, after utilizing the existing sources of capital available to us, further capital needs are identified and if we are not successful in obtaining the financing, we may be forced to curtail our existing or planned future operations. If the Merger goes through, HJG will invest capital to fund the operations of the Company and if it does not, the Company will fund operations through the cash flow from the operations of the ProWater segment and other methods discussed above. We believe our plans will enable us to continue for a period in excess of one year from the date of the most recent balance sheet. The Company currently has $146,831 in cash on hand and is expected to fund operations for a period of at least one year with revenue generated from the ProWater segment and other methods discussed above.

AsOperating 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 June 30, 2013 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.Activities

~~Changes~~Cash used in ~~Internal~~operating ~~Control~~activities ~~Over~~was ~~Financial~~$2,197,137 ~~Reporting~~and provided by operating activities was $952,366 the six months ended September 30, 2013 and 2012, respectively. In 2013, this was the result of a net loss of $4,004,894 offset by non-cash and non-operating items (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 $3,754,497 and net outflow of current assets and liabilities of $1,946,740, which was primarily due to the decrease in accounts payable.

~~There~~Investing 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.Activities

~~PART~~Cash IIused –in ~~OTHER~~investing ~~INFORMATION~~activities during the six months ended September 30, 2013 and 2012 were $250,624 and $3,171,124, respectively. In 2013 and 2012, the primary investing activity was purchase of fixed assets related to the injection wells of $190,624 and $3,171,124, respectively. Also in 2013, $60,000 was used for bonds related to the injection wells.

~~Item~~Financing ~~1. Legal Proceedings.~~Activities

OnFinancing ~~April~~cash ~~27,~~flows ~~2012,~~during athe ~~Complaint~~six ~~was~~months ~~filed~~ended ~~against~~September us30, by2013 aamounted ~~previous~~to ~~consultant~~$2,558,537 inand ~~the~~consisted ~~Orange~~of ~~County~~$2,000,000 ~~Superior~~of ~~Court~~proceeds ~~(Shani~~from ~~Investments~~the v.stock ~~SET,~~purchase ~~Orange~~agreement ~~County~~with ~~Superior~~Horst ~~Court~~Geicke, ~~30-2012-00565519).~~$600,000 ~~This~~from isa anconvertible ~~action~~note ~~for~~with ~~Breach~~Horst ofGeicke ~~Contract,~~which ~~Breach~~was converted as part of ~~Implied~~the ~~Covenant~~preceding ~~and~~stock ~~Common~~purchase ~~Counts~~agreement, with theand ~~trial~~payment ~~date~~on ~~being~~notes ~~set~~payable ~~for~~of ~~September 23~~$41, ~~2013~~463. ~~Plaintiff’s~~We ~~total~~used ~~claim~~the isproceeds ~~for~~to ~~approximately~~fund ~~$500,000,~~operations including interest.and ~~The~~make ~~Company~~improvements ~~had~~to ~~previously disputed~~ the ~~validity~~DIW and building of ~~these~~the ~~amounts~~Cartwright ~~with~~Well. ~~Shani,~~In ~~thus~~addition, payments made were ~~never~~in ~~made~~accordance with agreements in place. A settlementIn has been reached between the parties in which we will make payments2012 ~~over~~period, 6financing cash ~~months~~flows used amounted to $497,412 and consisted of proceeds from a related party note payable of $721,403, payments on a related the Plaintiffparty inconvertible ~~the~~note ~~total~~payable ~~amount~~of $175,449, and payments on notes payable of $~~130~~48,~~000~~542.

~~Item~~Off-Balance 2.Sheet ~~Unregistered Sales of Equity Securities and Use of Proceeds.~~Arrangements

OnThe ~~May~~Company 7,does ~~2013~~not wehave ~~entered~~any ~~into~~off-balance sheet aarrangements ~~securities~~that ~~purchase~~have ~~agreement, exempt~~or ~~from~~are ~~registration~~reasonably ~~under~~likely ~~Regulation~~to Shave ~~and~~a ~~Section~~current ~~4(2),~~or ~~with~~future aneffect ~~accredited~~on ~~investor for~~ the ~~purchase~~Company's offinancial 20condition,~~000,000 shares~~ ofchanges ~~our~~in ~~common~~financial ~~stock for $2~~condition,~~600,000~~ atrevenues ~~$0.13~~or ~~per~~expenses, ~~share.~~results As of ~~the~~operations, ~~date~~liquidity, ofcapital ~~this~~expenditures ~~filing,~~or ~~full~~capital ~~consideration~~resources that ~~has~~are ~~been~~material ~~received~~to ~~by the Company~~investors.

~~The~~Item ~~use~~3. ofQuantitative ~~the proceeds are planned to be used to fund our development, expansion~~ and ~~operational~~Qualitative ~~plans~~Disclosures asAbout ~~discussed~~Market ~~in Item 2 of Part 1 of this Quarterly Report.~~Risk

~~Item~~This 3.item ~~Defaults~~is ~~Upon~~not ~~Senior Securities~~applicable.

~~None~~Item 4. Controls and Procedures

~~Item~~Disclosure 4.Controls ~~Mine~~and ~~Safety Disclosures.~~Procedures

~~This~~As ~~item~~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 September 30, 2013 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 ~~not~~recorded, ~~applicable~~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.

~~Item~~Changes 5.in ~~Other~~Internal ~~Information~~Control Over Financial Reporting.

OnThere ~~July~~have 5,been ~~2013,~~no ~~our~~changes ~~board~~in ofour ~~directors’~~internal ~~reinstated~~control ~~Keith~~over ~~Morlock’s~~financial ~~previous~~reporting ~~bonus~~that ~~schedule,~~occurred onduring ~~a per quarter gross revenue basis, based on~~ the ~~percentage~~period ofcovered ~~his annual~~by ~~salary~~this ~~then~~report inthat ~~effect~~have ~~during~~materially ~~the subject fiscal year~~affected, ~~until his resignation,~~ or ~~until his successor~~ are ~~elected or appointed~~reasonably aslikely ~~follows:~~to a)materially ~~if the quarterly gross revenue is $500~~affect,~~000~~ -our ~~$1,249,999~~internal ~~then~~control heover ~~would~~financial ~~receive 2~~reporting.5% of his annual salary then in 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.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

A settlement was reached regarding a Complaint filed against the Company by a previous consultant in the Orange County Superior Court. During the six month ended September 30, 2013, no additional gain or loss was recorded.

On 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 Plaintiff filed their first amended complaint on August 8, 2013. We filed our answer to the first amended complaint and counterclaim on August 26, 2013. Our counter-claim is based on the Plaintiff’s breach of the contract by Plaintiff’s failure and refusal to perform the contract, causing the Company damages in the amount of $4,500,000USD. On October 10, 2013, Plaintiff filed a motion to dismiss the answer and the counterclaim. However, on October 24, 2013, the court denied the motion to dismiss without prejudice and the Plaintiff filed their answer to the counterclaim on November 8, 2013. The court has set the date of trial for September 2, 2014 however, the Company maintains that the amounts claimed by Plaintiff have passed the statute of limitations and that the Complaint is without merit. The Company will vigorously defend this action.

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

On July 26, 2013, the board of directors of the Company were notified by HJG Holdings, LLC, a California limited liability company (“HJG”), a company majority owned by Horst Geicke, that HJG intended to merge the Company into HJG, utilizing a short-form merger in accordance with Section 1110 of the California Corporations Code (the “Merger”). On November 7, 2013, we filed a Form 8-K with the Securities and Exchange Commission (“SEC”) to report that on October 28, 2013 the Company and HJG entered into an agreement of merger, (“Agreement of Merger”) as attached hereto and incorporated by this reference herein as Exhibit 10.8, due to HJG’s beneficial ownership of over 90% of the issued and outstanding common stock of the Company.

On October 28, 2013, our board of directors have reviewed the terms and conditions of the Agreement of Merger via unanimous written consent, and believe them to be fair and reasonable and in the best interest of the Company, and its shareholders. The board of directors of the Company based its determination on several factors including but not limited to the overall fairness of the transaction, the specific terms of the Agreement of Merger, and a valuation analysis that was prepared by an independent appraiser as attached hereto as Exhibit 20.0. Although the valuation analysis valued the stock at $0.0519 per share, the board of directors vigorously negotiated with HJG for the $0.11 price.

Pursuant to the Agreement of Merger, HJG and the Company shall perform the Merger and cash out the remaining shareholders of the Company at $0.11 per share utilizing a payment agent. After the Merger, HJG as the surviving entity shall assume and succeed to the assets, rights, properties, privileges, powers, immunities, liabilities, and obligations of the Company pursuant to the terms and conditions of the Agreement of Merger.

Our board of directors set the record date as November 7, 2013, in order to determine the Company’s shareholders entitled to receive notice of the Merger. Such shareholders shall be sent notice of the Merger on or before November 20, 2013, which notice shall include a copy of the Agreement of Merger, a letter of transmittal from the payment agent with the payment agent’s contact information and information regarding the exchange, delivery and surrender of the shares of common stock of the Company, and information regarding dissenters rights applicable to shareholders of record pursuant to California Corporations Code section 1301(a). We anticipate that after the 20-day waiting period after the mailing of the notice to the shareholders of record, the Merger shall become effective on or after December 11, 2013 (the “Effective Date”). After such Effective Date, we shall deregister our shares of common stock with the SEC by filing a Form 15, and by taking all further actions to remove the ticker symbol from trading with the Financial Industry Regulatory Authority (“FINRA”) and the over the counter (“OTC”) markets.

The cash out of the outstanding shares of common stock of the Company as referred to pursuant to the Merger has not yet commenced, thus inclusion of this information is neither an offer to purchase nor a solicitation of an offer to sell any securities. On the Effective Date, the Company will file a Form 8-K with the SEC to report the removal of the ticker symbol and trading from FINRA and the OTC Markets.

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(ii)	Amended and Restated Bylaws (1)
3(iii)		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 (Utah) 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 (Utah) 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 (9)
10.7	~~Amended and Restated Revolving Loan Agreement (10)~~	Amended and Restated Revolving Loan Agreement (10)
21.1	Subsidiaries
10.8		Agreement of Merger (11)
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.
20.0		Valuation by Independent Appraiser, dated October 28, 2013
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.
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.
32.1	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
31.2		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.
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
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.INS*	XBRL Instance 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.SCH*	XBRL Schema Document
101.INS*		XBRL Instance Document
101.CAL*	XBRL Calculation Linkbase Document
101.SCH*		XBRL Schema Document
101.LAB*	XBRL Label Linkbase Document
101.CAL*		XBRL Calculation Linkbase Document
101.PRE*	XBRL Presentation Linkbase Document
101.LAB*		XBRL Label Linkbase Document
101.DEF*	XBRL Definition 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~~(i1) ~~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)~~	~~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~~(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
~~(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.~~(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.
~~(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.~~(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.
~~(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.~~(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.
~~(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.~~(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.
~~(7)~~	~~Incorporated by reference from Exhibit 3~~(i7) ~~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~~(~~ii) 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)~~	~~Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement, filed on November 16, 2012.~~(9)	Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement, filed on November 16, 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.~~)	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.
	(11)	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on November 7, 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: August 13, 2013	/s/ Keith Morlock
Dated: November 19, 2013	/s/ Keith Morlock
	Keith Morlock
	Chief Executive Officer
Dated: August 13, 2013	/s/ Allan Viernes
Dated: November 19, 2013	/s/ Allan Viernes
	Allan Viernes
	Chief Financial and Accounting Officer

710

Filing Compare · Sustainable Environmental Technologies Corp