UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): July 30, 2010

CLEAN POWER TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

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

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

+ 44 1273-516013

Registrant’s telephone number, including area code

Not applicable

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

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

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

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

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

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

Forward-Looking Statements

Statements in this Current Report on Form 8-K (including the exhibit) that are not purely historical facts, including statements regarding Clean Power's beliefs, expectations, intentions or strategies for the future, may be "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward-looking statements. These risks and uncertainties include Clean Power's entry into new commercial businesses, the risk of obtaining financing, recruiting and retaining qualified personnel, and other risks described in Clean Power's Securities and Exchange Commission filings. The forward looking statements in this Form 8-K speak only as of the date hereof, and Clean Power disclaims any obligation to provide updates, revisions or amendments to any forward looking statement to reflect changes in the Clean Power’s expectations or future events.

Item 1.01 Entry into a Material Definitive Agreement

~~The~~June employment of Abdul Mitha as Chief Executive Officer was terminated in accordance with the terms of a Termination Agreement between Mr. Abdul Mitha and Clean Power Technologies, Inc. (the “Company”), dated July 30, 2010, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. Pursuant to the Termination Agreement, Mr. Mitha will continue to be paid his salary through August 30, 2010, and will be entitled to a severance payment of GBP 130,000, payable to the extent the Company obtains future equity financing in excess of GBP 1,000,000, payable at a rate of 7% of such excess. Mr. Mitha will continue to serve as Chairman of the Board of Directors of the Company.Financing

~~Item~~As 5previously reported on June 6, 2010, Clean Power Technologies Inc.~~02 Departure~~ of(“Clean ~~Directors~~Power” or ~~Principal~~the ~~Officers;~~“Company”) ~~Election~~closed a financing of ~~Directors~~$500,000 pursuant to the terms of a working capital financing in the aggregate principal amount of $1,000,000 (the “2010 Financing”) with The Quercus Trust (“Quercus”), an entity which has previously invested in the Company. The terms of the financing are as follows: (i) tranches of $200,000 and $300,000 were closed on May 21, 2010 and June 3, 2010 (collectively, the “Initial Closing”), respectively, whereby the Company issued to Quercus a twenty-four month Senior Secured Convertible Promissory Note (the “Note”), bearing interest at the rate of ten percent (10%) per annum payable quarterly in common stock of the Company; ~~Appointment~~and (ii) additional tranches of ~~Principal~~$125,000 ~~Officers~~closed in July and August, with two further tranches of $125,000 scheduled to close in September and October. Interest on the Note is payable in common stock shall be valued at the volume weighted average price per share of common stock as quoted on Bloomberg, LP for ten (10) days prior to the due date for the interest.

OnAugust ~~July 30,~~ 2010, ~~the~~Interim ~~following changes in personnel occurred:~~Financing

MrOn August 6, 2010, the Company and Quercus closed an interim financing in the aggregate principal amount of $107,900 pursuant to the terms of a 10% Senior Secured Promissory Note (the “Note”). ~~Abdul~~The ~~Mitha’s~~Note ~~employment~~is subject to the same terms and conditions of the June 2010 Financing, except that (i) the Company does not have the right to redeem the Note; and (ii) the principal and interest due under the Note may not be converted into a Qualified Offering. The conversion price of the Note is $0.10 per share and the unpaid principal and interest are deemed to be a “Secured Obligation” as defined in the June 2010 Financing Transaction Documents. In addition, the Company issued to Quercus a Warrant to purchase 1,079,000 shares of the Company’s ~~Chief~~common ~~Executive~~stock ~~Officer~~at ~~was~~$0.10 ~~terminated~~per share. ~~Please~~The ~~see~~term ~~Item~~of ~~1.01~~the ~~above~~Warrant is five (5) years from the date of issuance.

~~Arthur~~Amendments ~~Reynolds was appointed~~ to ~~the~~Employment ~~Company’s Board of Directors and was appointed acting Chief Executive Officer and President of the Company. Mr. Reynold’s background is as follows:~~Agreements

~~Arthur~~Concurrently S.with ~~Reynolds, age 66, is~~ the ~~founder~~August of2010 ~~Rexon~~Interim ~~Limited~~Financing, ofthe ~~London~~Company and ~~New~~Mr. ~~York~~Michael ~~where~~Burns, ~~since~~the ~~1999,~~Company’s heChief ~~has~~Technology ~~served~~Officer ~~as managing director. Mr. Reynolds was founder~~ and, ~~from~~member ~~1997~~of tothe ~~1999,~~Board ~~managing partner~~ of ~~London-based~~Directors, ~~Value~~entered ~~Management&~~into ~~Research~~an ~~(UK)~~amendment ~~Limited.~~ to Mr. ~~Reynolds~~Burns’s ~~was~~executive ~~the~~employment ~~founder~~agreement ~~and,~~providing ~~from~~for ~~1982~~the toissuance ~~1997, served as managing director~~ of ~~Ferghana Financial Services limited. Prior thereto~~186,765 ~~Mr.~~shares ~~Reynolds~~of ~~held~~the ~~executive~~Company’s ~~positions~~common atstock ~~Merrill~~as ~~Lynch~~“Base ~~International~~Salary” ~~Bank~~in ~~Limited,~~lieu ~~Banque~~of decash lacompensation ~~Société~~for ~~Financiére~~the ~~Européene,~~months ~~J.P.~~of ~~Morgan~~August &2010 ~~Company~~ and ~~Mobil~~September ~~Corporation~~2010. ~~Mr.~~ ~~Reynolds~~The isshares ~~a director~~ of ~~Apogee~~common ~~Technology,~~stock ~~Inc. Mr.~~shall ~~Reynolds~~be ~~holds~~issued anat A$0.B.17 ~~from~~per ~~Columbia University, a M~~share.A. ~~from~~All ~~Cambridge~~other ~~University,~~terms and anconditions ~~M.B.A.~~of ~~in Finance from New York University.~~ Mr. ~~Reynolds~~Burns’ ~~brings~~employment toagreement ~~the~~shall ~~Company~~remain ~~extensive financial and executive experience across multiple sectors, with special strength~~ in ~~the~~full ~~international~~force ~~arena. Mr. Reynolds is a director of~~ and ~~chairman~~effect ~~of the Audit Committee of ThermoEnergy Corporation,~~ and ~~from~~Mr. ~~August~~Burns 3,shall ~~2009~~resume ~~through~~receiving ~~November~~cash ~~16,~~compensation ~~2009, Mr. Reynolds served~~ as ~~interim~~Base ~~Chief~~Salary ~~Financial~~beginning ~~Officer~~in ofOctober ~~ThermoEnergy Corporation~~2010.

A copy of the Note and Warrant are filed herewith as Exhibits 10.1 and 10.2, respectively.

~~Mr.~~The ~~Reynolds~~Company ~~has~~is ~~agreed~~providing tothis ~~serve~~report in accordance with Rule 135c under the Securities Act of 1933, as ~~Chief~~amended ~~Executive~~(“Rule ~~Officer~~135c”), and ~~President~~the innotice ~~exchange~~contained ~~for~~herein ~~options~~does tonot ~~purchase~~constitute ~~550,000~~an ~~shares~~offer ofto sell the Company’s ~~common stock~~securities, ~~exercisable~~and ~~for~~is not a ~~period~~solicitation offor ~~ten~~an ~~years~~offer atto anpurchase ~~exercise~~the ~~price~~Company’s ~~of $0~~securities.20 ~~per~~The ~~share,~~securities ~~vesting~~offered ashave ~~follows: options~~not tobeen ~~purchase~~registered ~~275,000~~under ~~shares~~the ~~vested~~Securities ~~immediately;~~Act ~~the~~of ~~options~~1933, toas ~~purchase~~amended, ~~the~~and ~~remaining~~may ~~275,000~~not ~~shares~~be ~~shall~~offered ~~vest~~or sold in ~~six~~the ~~monthly~~United ~~installments,~~States ~~commencing~~absent ~~August~~registration ~~30,~~or ~~2010~~an applicable exemption from the registration requirements.

MrItem 2.03 Creation ~~David~~of ~~Anthony, currently~~ a ~~director~~Direct ofFinancial ~~the~~Obligation ~~Company,~~or ~~was~~an ~~appointed~~obligation asUnder ~~interim~~an ~~Chief~~Off-Balance ~~Financial~~Sheet ~~Officer~~Arrangement of ~~the~~a ~~Company~~Registration. ~~Mr. Anthony will serve without pay.~~

See Item 1.01 above.

Item 3.02 Unregistered Sales of Equity Securities

See Item 1.01 above.

The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) for the private placement of these securities pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transaction does not involve a public offering, the Investor is an “accredited investor” and/or qualified institutional buyer, the Investor has access to information about the Company and its investment, the Investor will take the securities for investment and not resale, and the Company is taking appropriate measures to restrict the transfer of the securities.

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

On July 30, 2010, Ms. Diane Glatfelter resigned as Chief Financial Officer and Secretary/Treasurer of the Company. Ms. Glatfelter did not resign as a result of any disagreement with the on any matters relating to the Company’s operations, policies, or practices.

Item 9.01 Financial Statements and Exhibits

9.01 (d) Exhibits

Exhibit Number	Description
10.1	~~Termination~~Form ~~Agreement~~of by10% ~~and~~Senior ~~between~~Secured ~~the~~Convertible ~~Company~~Promissory ~~and Abdul Mitha dated July 30, 2010~~Note	Filed herewith
10.2	Form of Common Stock Purchase Warrants	Filed herewith

SIGNATURES

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

	CLEAN POWER TECHNOLOGIES INC.
August 3, 2010	By: /s/Arthur Reynolds
August 23, 2010	By: /s/ Arthur Reynolds
	Arthur Reynolds Interim Chief Executive Officer and President
	Arthur Reynolds Chief Executive Officer and President

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