~~UNITED~~U. ~~STATES~~S. SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: March ~~October~~ 31, ~~2012~~ 2013

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

For the transition period from ~~__________~~___________ to ~~__________~~_____________

Commission ~~file~~File ~~number~~Number: 000-54392

PACIFIC CLEAN WATER TECHNOLOGIES, INC. ~~(formerly Unseen Solar, Inc.) (Exact name of registrant as specified in its charter)~~

Delaware	27-1662208
(State or other jurisdiction	(IRS Employer Identification No.)
of Incorporation or organization)

(Exact name of registrant as specified in its charter)

650 N. Rose Drive #607 Placentia, CA 92870 (Address of principal executive offices and zip code)

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

(714) 809-7881 (Registrant'’s telephone number, including area code) :

~~Indicate~~Registrant’s byFiscal ~~check~~Year ~~mark whether the registrant (1)~~ has ~~filed~~been ~~all reports~~changed ~~required~~ to beDecember ~~filed~~31 byFormer ~~Section~~name, 13former oraddress ~~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)~~former ~~has~~fiscal ~~been~~year, ~~subject~~if tochanged ~~such filing~~since ~~requirements~~list ~~for the past 90 days. Yes [X] No [ ]~~ report

Indicate by check mark whether the registrant (1) has ~~submitted electronically~~filed ~~and~~all ~~posted~~reports ~~on its corporate Web site, if any, every Interactive Data File~~ required to be ~~submitted~~filed ~~and~~by ~~posted~~Section 13 ~~pursuant~~or to15(d) ~~Rule 405~~ of ~~Regulation S-T~~the ~~(§232.405~~Exchange Act of ~~this~~1934 ~~chapter)~~ during the ~~preceding~~past 12 months (or for such shorter period that the registrant was required to ~~submit~~file such reports), and ~~post~~(2) has been subject to such ~~files)~~filing requirements for the past 90 days. Yes [X] ~~No [ ]~~

Indicate by check mark whether the registrant ishas asubmitted ~~large accelerated~~electronically ~~filer,~~and anposted ~~accelerated~~on ~~filer,~~its acorporate ~~non-accelerated filer~~Website, orif aany, ~~smaller reporting~~every ~~company.~~Interactive ~~See~~Data ~~the~~File ~~definitions~~required ofto ~~large~~be ~~accelerated~~submitted ~~filer,~~and ~~accelerated filer~~posted ~~and~~pursuant ~~smaller~~to ~~reporting~~Rule ~~company~~405 inof ~~Rule~~Regulation ~~12b~~S-2T (§ 232.405 of this chapter) during the ~~Exchange~~preceding ~~Act~~12 months (or for shorter period that the registrant was required to submit and post such files). Yes [X]

~~Large~~Indicate ~~accelerated~~by ~~filer~~check [mark ]whether ~~Accelerated~~the registrant is a large accelerated filer, [an ]accelerated ~~Non~~filer, a non-accelerated filer, [or ]a ~~Smaller~~smaller reporting company. See ~~[X]~~the ~~(Do~~definitions ~~not~~of ~~check~~“large ifaccelerated afiler,” “accelerated filer” and “smaller reporting company)” in Rule12b-2 of the Exchange Act.

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~[ ~~whether~~] ~~the~~Accelerated ~~registrant~~filer is[ a] ~~shell company~~Non-accelerated ~~(as~~filer ~~defined~~[ in] ~~Rule~~(Do ~~12b-2~~not ofcheck ~~the~~if ~~Exchange~~smaller ~~Act~~reporting company). ~~Yes~~ Smaller reporting company [X] ~~No [ ]~~

AsIndicate ofby ~~December~~check ~~17,~~mark ~~2012,~~whether ~~there~~the ~~were~~registrant ~~300,000,000~~is ~~shares of~~a ~~common~~shell ~~stock~~company ~~issued~~(as ~~and~~defined ~~outstanding~~in Rule 12b-2 of the Exchange Act). No [ X ]

~~Pacific~~APPLICABLE ~~Clean~~ONLY ~~Water~~TO ~~Technologies,~~ISSUERS ~~Inc.~~INVOLVED ~~(formerly Unseen~~IN ~~Solar, Inc.)~~ BANKRUPTCY

~~Form~~PROCEEDINGS ~~10-Q~~DURING THE PRECEDING FIVE YEARS

~~For~~Indicate by check mark whether the ~~Three~~registrant filed all documents and ~~Nine~~reports ~~Months~~required ~~Ended~~to ~~October~~be 31filed by Section 12, ~~2012~~13, or 15(d) of the Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

~~INDEX~~(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

		Page
PART I – FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
	Balance Sheets as of October 31, 2012 (Unaudited) and January 31, 2012	1
	Statements of Operations for the three and nine months ended October 31, 2012 and 2011 and from Inception (January 8, 2010) through October 31, 2012 (Unaudited)	2
	Statement of Stockholders’ Deficit from Inception (January 8, 2010) through October 31, 2012 (Unaudited)	3
	Statements of Cash Flows for the nine months ended October 31, 2012 and 2011 and from Inception (January 8, 2010) through October 31, 2012 (Unaudited)	4
	Notes to Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4.	Controls and Procedures	11
PART II – OTHER INFORMATION		11
Item 1.	Legal Proceedings	11
Item 1A.	Risk Factors	11
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3.	Defaults Upon Senior Securities	12
Item 4.	Mine Safety Disclosures	12
Item 5.	Other Information	12
Item 6.	Exhibits	12
Signatures		12

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

~~PACIFIC~~PART ~~CLEAN~~I ~~WATER~~– ~~TECHNOLOGIES,~~FINANCIAL ~~INC. (formerly UNSEEN SOLAR, INC.) (A Development Stage Company) Balance Sheets (Unaudited)~~ INFORMATION

		October 31,			January 31,
		2012			2012
ASSETS
CURRENT ASSETS
Cash	$	-		$	172
Prepaid expenses		319			-
Total Current Assets		319			172
TOTAL ASSETS	$	319		$	172
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	1,731		$	120
Accrued interest		659			252
Loans payable		34,642			-
Notes payable – related party – due in one year		-			2,400
Total Current Liabilities		37,032			2,772
Notes payable – related party		15,701			7,550
TOTAL LIABILITIES		52,733			10,322
STOCKHOLDERS’ DEFICIT
Preferred stock, 20,000,000 shares authorized at par value of $0.0001, no shares issued and outstanding		-			-
Common stock, 500,000,000 shares authorized at par value of $0.0001, 120,000,000 shares issued and outstanding		12,000			12,000
Additional paid-in capital		13,000			13,000
Deficit accumulated during the development stage		(77,414	)		(35,150	)
TOTAL SHAREHOLDERS’ DEFICIT		(52,414	)		(10,150	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	319		$	172

Item 1. Financial Statements

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

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

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

Total current assets	400,955	436,537

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

Total Assets	535,949	576,862

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

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

Total current liabilities	676,680	564,984

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

Total Liabilities	736,516	644,443

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

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

See accompanying notes to the consolidated unaudited financial statements

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

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

OPERATING EXPENSES

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

Total operating expenses	279,965	268,595

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

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

See accompanying notes to the consolidated unaudited financial statements

PACIFIC CLEAN WATER TECHNOLOGIES, INC. (formerly UNSEEN SOLAR, INC.) (A Development Stage Company) Statements of Operations (Unaudited)

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

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

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

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

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

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

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

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

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

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

See accompanying notes to the consolidated unaudited financial statements

														January 8, 2010
														(inception)
		For the Three Months						For the Nine Months						through October
		Ended October 31,						Ended October 31,						31,
		2012			2011			2012			2011			2012
REVENUE	$	-		$			$	-			-		$	-
OPERATING EXPENSES
General and administrative		4,052			1,748			6,186			4,813			20,295
Professional fees		27,710			1,800			35,660			9,200			56,460
LOSS BEFORE OTHER ITEM		(31,762	)		(3,548	)		(41,856	)		(14,013	)		(76,755	)
OTHER ITEM
Interest expense		(138	)		(24	)		(408	)		(72	)		(659	)
NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)	$	(31,900	)	$	(3,572	)	$	(42,264	)	$	(14,085	)	$	(77,414	)
BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED		120,000,000			120,000,000			120,000,000			120,000,000

Pacific Clean Water Technologies, Inc.

~~The~~Notes ~~accompanying~~to ~~notes~~Financial ~~are an integral part of these unaudited financial statements.~~ Statements

2For the period ended March 31, 2013

~~PACIFIC CLEAN WATER TECHNOLOGIES, INC.~~ (~~formerly UNSEEN SOLAR, INC.) (A Development Stage Company) Statements of Stockholders' Deficit (~~Unaudited)

								Deficit
								Accumulated
					Additional			During the			Total
	Common Stock				Paid-in			Development			Stockholders’
	Shares		Amount		Capital			Stage			Deficit
Balance, January 8, 2010 (Inception)	-	$	-	$	-		$	-		$	-
Common stock issued, January 12, 2010 at $0.0025 per share	80,000,000		8,000		(3,000	)		-			5,000
Loss for the period beginning January 8, 2010 (inception) to January 31, 2010	-		-		-			(600	)		(600	)
Balance, January 31, 2010	80,000,000		8,000		(3,000	)		(600	)		4,400
Common stock issued, November 26, 2010 at $0.02 per share	40,000,000		4,000		16,000			-			20,000
Net Loss, year ended January 31, 2011	-		-		-			(17,012	)		(17,012	)
Balance, January 31, 2011	120,000,000		12,000		13,000			(17,612	)		7,388
Net Loss, year ended January 31, 2012	-		-		-			(17,538	)		(17,538	)
Balance, January 31, 2012	120,000,000		12,000		13,000			(35,150	)		(10,150	)
Net Loss, nine months ended October 31, 2012	-		-		-			(42,264	)		(42,264	)
Balance, October 31, 2012 (Unaudited)	120,000,000	$	12,000	$	13,000		$	(77,414	)	$	(52,414	)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

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

3NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~PACIFIC~~PRINCIPLES ~~CLEAN~~OF ~~WATER TECHNOLOGIES, INC. (formerly UNSEEN SOLAR, INC.) (A Development Stage Company) Statements of Cash Flows (Unaudited)~~ CONSOLIDATION

								January 8, 2010
								(inception) through
		For the Nine Months Ended October 31,						October 31,
		2012			2011			2012
OPERATING ACTIVITIES
Net loss	$	(42,264	)	$	(14,085	)	$	(77,414	)
Changes in operating assets and liabilities
Prepaid expenses					-
Accounts payable and accrued liabilities		35,934			(8	)		36,054
Accrued interest		407			73			659
Net Cash Used in Operating Activities		(5,923	)		(14,020	)		(40,701	)
FINANCING ACTIVITIES
Proceed from notes payable – related party		10,000			4,250			26,950
Repayment of notes payable – related party		(4,249	)		-			(11,249	)
Proceed from issuance of common stock		-			-			25,000
Net Cash Provided by Financing Activities		5,751			4,250			40,701
NET INCREASE (DECREASE) IN CASH		(172	)		(9,770	)		-
CASH AT BEGINNING OF PERIOD		172			9,979			-
CASH AT END OF PERIOD	$	-		$	209		$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Non-cash investing and financing activities:
Account Payable paid by Third Party Loan	$	34,642		$	-		$	34,642
CASH PAID FOR:
Interest	$	-		$	-		$	-
Income Taxes	$	-		$	-		$	-

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

~~The~~USE ~~accompanying~~OF ~~notes are an integral part of these unaudited financial statements.~~ ESTIMATES

4Management uses estimates and assumptions in preparing these financial statements in accordance with U.S. generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.

~~PACIFIC~~FAIR ~~CLEAN~~VALUE ~~WATER~~OF ~~TECHNOLOGIES,~~FINANCIAL ~~INC. (formerly UNSEEN SOLAR, INC.) (A Development Stage Company) Notes to the Financial Statements October 31, 2012 (Unaudited)~~ INSTRUMENTS

~~NOTE~~Financial 1instruments –are ~~ORGANIZATION~~recorded ~~AND~~at ~~DESCRIPTION~~fair OFvalue ~~BUSINESS~~in accordance with the standard for “Fair Value Measurements codified within ASC 820”, which defines fair values, establishes a three level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measurements:

~~Unseen~~• ~~Solar,~~Level ~~Inc.~~1 ~~(the~~– ~~“Company”)~~inputs ~~was incorporated on January 8, 2010 under the laws of the State of Delaware~~ to ~~enter into~~ the ~~solar~~valuation ~~energy industry.~~methodology ~~The~~are ~~Company’s~~quoted ~~activities~~prices to(unadjusted) ~~date~~for ~~have~~identical ~~been~~asset ~~limited~~or toliabilities ~~organization and capital. The Company has been~~ in ~~the~~active ~~development stage since its formation and has not yet realized any revenues from its planned operations~~markets. ~~The Company’s fiscal year end is January 31.~~

On• ~~November~~Level ~~13,~~2 ~~2012,~~– inputs to the ~~Company~~valuation ~~purchased~~methodology ~~Western~~include ~~Water Consultants,~~closing ~~Inc.~~prices Infor ~~accordance~~similar ~~with~~assets ~~the~~and ~~terms~~liabilities ofin ~~the~~active ~~Agreement~~markets, ~~the~~and ~~Company issued~~inputs anthat ~~aggregate~~are ofobservable ~~180,000,000~~for ~~common~~the ~~shares~~assets toand ~~the~~liabilities, ~~Selling~~either ~~Shareholders~~directly, ~~in consideration~~ for ~~100%~~substantially of the ~~issued~~full ~~and~~term ~~outstanding~~of ~~capital~~the ~~stock~~financial ~~of Western~~instruments.

On• ~~December~~Level ~~12,~~3 ~~2012,~~– inputs to the ~~Company~~valuation ~~changed~~methodology ~~its~~are ~~name~~observable ~~to:~~and ~~Pacific Clean~~significant ~~Water~~to ~~Technologies,~~the ~~Inc.~~fair value.

~~NOTE~~The 2following –table ~~SUMMARY~~sets OFforth ~~SIGNIFICANT~~by ~~ACCOUNTING~~level ~~POLICIES~~within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as March 31, 2013.

Interim Financial Statements The unaudited financial statements as of October 31, 2012 and for the three and nine months ended October 31, 2012 and 2011 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information in accordance with Securities and Exchange Commission (“SEC”) Regulation S-X rule 8-03 and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s last Annual Report filed with the SEC on Form 10-K for the year ended January 31, 2012. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include normal recurring adjustments, necessary to present fairly the financial position as of October 31, 2012 and the results of operations and cash flows for the periods then ended. The financial data and other information disclosed in these notes to the interim financial statements related to the period are unaudited. The results for the three and nine month period ended October 31, 2012, are not necessarily indicative of the results to be expected for any subsequent quarters or for the entire year ending January 31, 2013. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year as reported in the Form 10-K have been omitted.

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

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

~~Use~~NOTE of3 ~~Estimates~~- ~~The~~GOING preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. CONCERN

5The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. During the six months ended March 31, 2013 the Company realized a net loss of $126,625 and had a working capital deficit of $275,725. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

~~PACIFIC~~In ~~CLEAN~~order ~~WATER~~to ~~TECHNOLOGIES~~continue as a going concern, ~~INC.~~the ~~(formerly UNSEEN~~Company ~~SOLAR~~will need, ~~INC~~among other things, additional capital resources.) (AManagement's ~~Development~~plan ~~Stage~~is to obtain such resources for the Company) ~~Notes~~by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the ~~Financial~~ ~~Statements~~Company ~~October~~will ~~31,~~be ~~2012~~successful ~~(Unaudited)~~in accomplishing any of its plans.

~~NOTE~~The 3ability –of ~~GOING~~the ~~CONCERN~~Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~The~~NOTE ~~accompanying~~4 ~~financial~~– ~~statements~~DERIVATIVE have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern. However, the Company has a working capital deficit of $36,713 at October 31, 2012, has not generated any revenue since inception and has an accumulated deficit of $77,414 at October 31, 2012. The Company currently has limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These factors raise substantial doubt about the Company’s ability to continue as a going concern. LIABILITIES

~~Management~~During ~~anticipates that the Company will be dependent~~2012, ~~for~~ the ~~near future, on additional investment capital, primarily from its shareholders, to fund operating expenses. The~~ Company ~~intends~~issued toconvertible ~~position~~notes ~~itself so~~ that itwere ~~may~~classified beas ~~able~~derivative ~~to raise additional funds through the capital markets~~liabilities. The ~~In light~~following oftable ~~management’s~~summarized ~~efforts, there are no assurances that~~ the ~~Company~~changes ~~will be successful~~ in ~~this~~the orderivative ~~any~~liabilities ofduring ~~its~~the ~~endeavors~~three ormonths ~~become~~ended ~~financially~~March ~~viable~~31, ~~and continue as a going concern.~~ 2013:

NOTE 4 – LOANS PAYABLE

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

~~During~~NOTE ~~the~~5 ~~nine~~– ~~months ended October 31, 2012, accounts payable of $34,642 were paid directly by a third party. The loans are unsecured, bear no interest and are due on demand.~~ DEBT

6Vehicle Financing

~~PACIFIC~~The ~~CLEAN~~Company ~~WATER~~repaid ~~TECHNOLOGIES~~$9,347 ~~INC.~~of ~~(formerly UNSEEN~~vehicle ~~SOLAR~~financing debt for the three months ended March 31, ~~INC~~2013.) (AOutstanding ~~Development~~vehicle ~~Stage~~financing ~~Company)~~debt ~~Notes~~totals to$97,221 ~~the Financial~~and ~~Statements~~$105,395 ~~October~~as of March 31, ~~2012~~2013 ~~(Unaudited)~~and December 31, 2012, respectively.

~~NOTE~~Convertible ~~5 – NOTES PAYABLE – RELATED PARTY~~ Debt

~~Since~~Debt ~~inception~~discount ~~the~~of ~~Company received cash totaling~~ $266,~~950~~424 ~~from EFM~~was ~~Venture~~amortized ~~Group,~~into ~~Inc.~~interest ~~and~~expense ~~made~~for ~~repayments~~the ofthree ~~$11,249~~months inended ~~cash.~~March ~~EFM Venture Group~~31, ~~Inc~~2013. isOutstanding ~~100%~~convertible ~~owned~~debt bytotals a$43,577 ~~former~~and ~~director.~~$37,153, Asnet of ~~October 31~~discount, ~~2012,~~as ~~the amount~~of ~~due~~March to31, ~~EFM~~2013 ~~Venture~~and ~~Group~~December ~~was~~31, ~~$15~~2012,~~701.~~ respectively.

~~Through~~Short ~~July~~Term 31, 2010, the Company received a $7,000 loan. This loan is at 4% interest with principal and interest all due on July 31, 2012. On November 7, 2010, the Company made a payment of $7,000 to EFM Venture Group. As of October 31, 2012, accrued interest is $100. Debt

OnCancellation ~~October~~of 6,common ~~2010,~~stock ~~the~~by ~~Company received~~ a ~~$2,400~~former ~~loan.~~shareholder ~~This loan~~have isresulted atin 4%the ~~interest~~reclassification ~~with~~of ~~principal~~short and ~~interest~~long ~~all~~term ~~due~~debt on- ~~October~~related 6,parties ~~2012. On May 18, 2012, the Company made a payment~~ of $215,~~400~~701 tointo ~~EFM~~third ~~Venture~~party ~~Group~~debt. ~~As of~~See ~~October~~more ~~31,~~information ~~2012,~~in ~~accrued~~Note ~~interest is $148~~5.

OnNOTE ~~October~~6 ~~31,~~- ~~2011,~~LINE ~~the~~OF ~~Company received a $4,250 loan. This loan is at 2% interest with principal and interest all due on November 14, 2013. As of October 31, 2012, accrued interest is $85.~~ CREDIT

OnThe ~~January~~Company 3,has ~~2012,~~an ~~the~~outstanding ~~Company~~line ~~received~~of acredit ~~$3,300~~with ~~loan.~~two ~~This loan~~banking isinstitutions atfor 4%a ~~interest~~maximum ~~with~~credit ~~principal~~lines of $250,000 and $85,000, interest ~~all~~rate ~~due~~of on5% ~~January~~and 36.63%, ~~2014. On~~and ~~May~~payment ~~18,~~on ~~2012,~~cash advances due at the ~~Company~~end ~~made~~of aevery ~~partial~~month. ~~repayment~~Outstanding line of credit totals $1329,~~849~~262 toand ~~EFM~~$221,262 ~~Venture Group.~~as As of ~~October~~March 31, ~~2012,~~2013 ~~accrued~~and ~~interest~~December is31, ~~$75~~2012, respectively.

OnNOTE ~~March~~7 5,– ~~2012,~~STOCKHOLDERS’ ~~the Company received a $4,000 loan. This loan is at 4% interest with principal and interest all due on March 5, 2014. As of October 31, 2012, accrued interest is $105.~~ DEFICIT

OnIn the three months ended March 2231, ~~2012~~2013, ~~the~~600,000 ~~Company~~shares ~~received~~of acommon ~~$6,000~~stock ~~loan.~~were ~~This~~cancelled ~~loan is~~for atno 4%consideration. On ~~interest~~April ~~with~~9, ~~principal~~2013, ~~and~~the ~~interest~~Company ~~all~~enacted ~~due~~a on3-1 ~~March~~forward ~~22,~~stock ~~2014~~split. ~~As of~~All ~~October~~share ~~31,~~issuances ~~2012,~~have ~~accrued~~been ~~interest~~retroactively ispresented ~~$146~~as if the stock split had occurred prior to any period presented.

NOTE 68 –- SUBSEQUENT EVENTS

OnThe ~~December~~Company ~~05,~~borrowed ~~2012~~$20,000 ~~the~~under ~~Company~~a ~~authorized~~convertible ~~the~~note ~~issuance~~on ofApril ~~a 40-1~~9, ~~stock~~2013. ~~dividend~~The tonote ~~holders~~bears ofinterest ~~the~~at ~~Company’s~~8% ~~common~~per ~~stock.~~annum ~~Pursuant~~and tois ~~the dividend,~~due ~~the~~on ~~Company~~July ~~will~~1, ~~issue~~2013. ~~thirty~~The ~~nine~~note ~~shares~~is ofconvertible ~~Company~~into common stock ~~for each~~at ~~share~~a price of ~~common~~$0.13 ~~stock~~per ~~issued and outstanding~~share. ~~The~~If ~~stock~~the ~~dividend~~Company ~~will~~issues ~~be mailed~~any ~~directly~~convertible toinstrument ~~shareholders~~with ~~without~~a ~~any~~lower ~~further~~convertible ~~action~~price onthan ~~their part~~$0.13 ~~The dates~~per ~~for~~share, the ~~stock~~convertible ~~dividend~~price ~~are~~of asthe ~~follows:~~note ~~Record~~will ~~Date:~~be ~~12/5/12;~~reduced ~~Payment~~to ~~Date: 12/6/12;~~match Exthe ~~Date:~~convertible ~~12/7/12.~~price ~~All~~of ~~share~~the ~~amounts~~instrument ~~in these financial statements have been retroactively revised to reflect this dividend~~issued.

OnItem ~~November 13, 2012, the Company purchased Western Water Consultants, Inc~~2. In Management’s ~~accordance~~Discussion ~~with~~and ~~the~~Analysis ~~terms~~ of ~~the~~Financial ~~Agreement,~~Condition ~~the Company issued an aggregate of 180,000,000 common shares to the Selling Shareholders in consideration for 100% of the issued~~ and ~~outstanding~~Results ~~capital stock~~ of ~~Western~~Operations.

OnThe ~~December~~following ~~12,~~discussion ~~2012~~and analysis of our financial condition as of March 31, 2013. Our results of operations should be read in conjunction with our unaudited financial statements and notes thereto included elsewhere in this report and the ~~Company~~audited ~~changed~~financial ~~its~~statements ~~name~~and ~~to:~~the ~~Pacific~~notes ~~Clean~~thereto ~~Water~~included ~~Technologies~~in our Form 10-K for the period ended December 31, ~~Inc~~2012.

7Forward-Looking Statements

~~Item~~This 2report contains forward-looking statements that involve risk and uncertainties. ~~Management's~~We ~~Discussion~~use words such as anticipate", "believe", "plan", "expect", "future", "intend", and ~~Analysis~~similar orexpressions ~~Plan~~to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of ~~Operations~~management as of the date of this filing. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

~~The~~RESULTS ~~following~~OF discussion and analysis of our financial condition as of October 31, 2012. Our results of operations should be read in conjunction with our unaudited financial statements and notes thereto included elsewhere in this report and the audited financial statements and the notes thereto included in our Form 10-K for the year ended January 31, 2012. OPERATIONS

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

~~This~~The ~~report~~following ~~contains~~table ~~forward-looking~~provides ~~statements~~selected ~~that~~data ~~involve risk~~about ~~and~~our ~~uncertainties.~~company Wefor ~~use~~the ~~words~~period ~~such~~ended asMarch ~~anticipate"~~31, ~~"believe", "plan", "expect", "future", "intend", and similar expressions to identify such forward-looking statements~~2013. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

RESULTS OF OPERATIONS

Balance Sheet Data:		March 31, 2013

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

WeLIQUIDITY ~~are~~AND aCAPITAL development stage company and have generated no revenues since inception (January 8, 2010) and have incurred $77,414 in expenses through October 31, 2012. For the three months ended October 31, 2012 we incurred $31,786 in operating expenses, $138 in interest expense and had a foreign exchange gain of $24 compared to $3,548 in operating expenses and $24 in interest expense for the three months ended October 31, 2011. For the nine months ended October 31, 2012 we incurred $41,880 in operating expenses, $408 in interest expense and had a foreign exchange gain of $24 compared to $14,013 in operating expenses and $72 in interest expense for the nine months ended October 31, 2011. RESOURCES

~~The~~Our ~~following~~cash ~~table~~balance ~~provides~~at ~~selected~~March ~~data~~31, ~~about~~2013 ~~our~~was ~~company for~~$15,687, ~~the~~with ~~period~~$378,983 ~~ended~~in ~~October~~Trade 31Receivables compared to outstanding liabilities consisting of $240,707 ~~2012.~~in accounts payable and accrued liabilities, $329,262 in lines of credit, and $53,086 in loans from an unrelated party.

Balance Sheet Data:		October 31, 2012
Total assets	$	319
Total liabilities	$	52,733
Total shareholders’ deficit	$	(52,414	)

STOCK PURCHASE AGREEMENT WITH WESTERN WATER

~~Cash~~On ~~provided~~November ~~by financing activities since inception through October 31~~13, 2012 ~~was $5~~,~~000~~ ~~from~~ the ~~sale~~Company ofclosed ~~80,000,000~~a ~~shares of common~~ stock to ~~our~~purchase ~~former~~transaction ~~officer~~with ~~and~~Western ~~director~~Water ~~in January 2010 and $15~~Consultants,~~701~~ ~~of net proceeds from related party loans~~Inc. ~~On November 26~~, ~~2010~~a weCalifornia ~~completed~~corporation an(“Western”) ~~offering~~and ~~of 40,000,000~~the ~~shares~~shareholders of ~~common~~Western ~~stock~~(“Selling toShareholders”) ~~26 individuals~~ pursuant to ~~the~~a ~~S-1 Registration~~Stock ~~Statement~~Purchase weAgreement ~~filed~~dated ~~with~~August 30, 2012 (the US“Agreement”) ~~Securities~~by and ~~Exchange~~among ~~Commission. Total~~the ~~proceeds~~Company, ~~from~~Western, and the ~~offering~~Selling ~~were $20,000~~Shareholders.

~~Through~~In ~~October~~accordance 31with the terms of Agreement, ~~2012~~on the Closing Date, the ~~Company~~Registrant ~~received~~issued aan ~~total~~aggregate of ~~$26~~ 180,~~950~~000,000 ~~from~~shares aof ~~company~~its ~~owned~~common bystock ato ~~former~~the ~~director~~Selling Shareholders in consideration for 100% of the ~~Company,~~issued ofand ~~which $11,249~~outstanding ~~has~~capital ~~been~~stock ~~repaid~~of Western (the “Transaction”). As a result of ~~October~~the 31Transaction, ~~2012~~the Selling Shareholders acquired approximately 60% of our issued and outstanding common stock, ~~$15~~Western became our wholly-owned subsidiary,~~701~~ ~~remains~~and ~~outstanding with~~the ~~$659~~Registrant inacquired ~~accrued~~the ~~interest~~business and operations of Western.

~~During~~Western ~~the~~is ~~three~~an ~~months~~environmental ~~ended~~services ~~October~~company ~~31,~~engaged ~~2012,~~in the ~~Company received~~business aof ~~total~~operating ofwater ~~$34,642~~treatment ~~from~~programs anfor ~~unrelated~~major ~~party.~~manufacturers, Asoil ofand ~~October~~gas 31refiners, ~~2012, $34,642~~and ~~remains~~the ~~outstanding~~food and beverage industries.

~~LIQUIDITY~~PLAN ~~AND~~OF ~~CAPITAL RESOURCES~~ OPERATION

~~Our~~Western ~~cash~~aims ~~balance~~to atprovide ~~October~~professional ~~31,~~services ~~2012~~and ~~was~~quality ~~$Nil,~~products ~~with~~to ~~$52,733~~the ~~in outstanding~~industrial ~~liabilities, consisting of $1,731 in accounts payable~~ and ~~accrued liabilities,~~commercial ~~$659~~marketplace in ~~interest~~the ~~payable,~~southwestern ~~$34,642~~portion inof ~~loans~~the ~~from~~United anStates ~~unrelated party~~ and ~~$15,701~~emerging ~~in loans from a related party~~nations. IfWestern weis ~~experience~~committed ~~a shortfall of cash our director has agreed~~ to ~~loan~~developing uslong ~~additional~~term ~~funds~~business ~~for~~relationships ~~operating~~with ~~expenses, however~~its hecustomers ~~has~~and ~~no legal obligation to do so~~employees.

8Western provides to its customers:

~~STOCK~~· ~~PURCHASE~~Treatment ~~AGREEMENT~~programs ~~WITH~~designed ~~WESTERN~~to ~~WATER~~conserve energy and water.

On· ~~November~~Environmentally ~~13,~~sensitive ~~2012,~~water ~~the~~treatment ~~Company~~utilizing ~~closed~~chemical ~~a stock purchase transaction with Western Water Consultants, Inc., a California corporation (“Western”)~~ and/or ~~the~~non-chemical ~~shareholders of Western (“Selling Shareholders”) pursuant to a Stock Purchase Agreement dated August 30, 2012 (the “Agreement”) by and among the Company, Western, and the Selling Shareholders~~programs.

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

~~Western~~· isQuality anproducts ~~environmental~~and services ~~company~~at ~~engaged in~~ the ~~business~~ oflowest ~~operating~~possible ~~water treatment programs for major manufacturers, oil and gas refiners, and the food and beverage industries~~cost.

~~PLAN OF OPERATION~~ ·

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

~~Western~~· ~~provides~~Establish toan ~~its~~international ~~customers:~~reputation as one of the leading green water treatment companies. This will be accomplished through customer satisfaction and uncompromising professional standards.

~~Treatment~~· ~~programs~~Aim ~~designed~~to increase sales at such a rate to ~~conserve~~obtain ~~energy~~a significant market share of the specialty chemicals and ~~water~~services market in five (5) years.

~~Environmentally~~· ~~sensitive~~Maintain ~~water~~profit ~~treatment~~levels ~~utilizing~~that ~~chemical~~allow Western to expand and~~/or non-chemical~~ ~~programs~~provide the resources to reach its objectives.

~~Professional~~· ~~services~~Create ~~that~~new ~~meet~~distribution ~~the~~channels ~~needs~~for ofWestern, its ~~customers~~subsidiaries, and any joint-venture partners.

~~Quality~~· ~~products~~To ~~and~~increase ~~services~~brand ~~at the lowest possible cost~~awareness.

As· aAchieve ~~company,~~highly ~~Western~~appreciated ~~strives~~value ~~to:~~for shareholders through sustained performance.

~~Establish~~PRODUCTS, anSERVICE ~~international~~& ~~reputation as one of the leading green water treatment companies. This will be accomplished through customer satisfaction and uncompromising professional standards.~~ DISTRIBUTION

~~Aim~~Western toprovides ~~increase~~chemical ~~sales~~and/or atnon-chemical ~~such~~water atreatment ~~rate~~programs tofor ~~obtain~~the atreatment ~~significant market share~~ of ~~the~~boilers, ~~specialty~~cooling ~~chemicals~~systems and ~~services~~process ~~market in five (5) years~~systems.

~~Maintain~~Western’s ~~profit~~primary ~~levels~~customers ~~that~~are: ~~allow~~large ~~Western~~commercial tofacilities, ~~expand~~industrial (chemical manufacturing, refineries, paper manufacturing, food processing, etc.), oil and ~~provide~~gas ~~the resources~~drilling, tooil ~~reach~~and ~~its~~gas ~~objectives~~refining, mineral exploration, co-generation plants.

~~Create new distribution channels for~~ Western, ~~its~~sells ~~subsidiaries,~~the ~~and any joint-venture partners.~~ following:

To· ~~increase~~Chemicals ~~brand~~for ~~awareness.~~ treatment to prevent corrosion, scale deposition, and microbiological fouling

~~Achieve~~· ~~highly~~Polymers ~~appreciated value~~ for ~~shareholders~~oil ~~through~~and ~~sustained performance.~~water separation

9· Feed and control equipment

~~PRODUCTS~~· Pre-treatment equipment, ~~SERVICE~~such &as ~~DISTRIBUTION~~sodium zeolite softeners, demineralizers, dealkilizers and reverse osmosis equipment

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

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

~~Western~~· ~~sells~~(NSF) ~~the~~rated ~~following:~~potable products for water clarification

~~Chemicals~~· ~~for~~Silica ~~treatment~~deposit tocontrol ~~prevent~~agents ~~corrosion,~~oil ~~scale~~field ~~deposition, and microbiological fouling~~ applications

~~Polymers~~· ~~for oil and water separation~~ Antifoams

~~Feed~~· ~~and~~Anti-scalants ~~control~~for ~~equipment~~ reverse-osmosis membranes

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

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

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

~~(NSF)~~Western ~~rated~~offers ~~potable~~a full range of services and products ~~for~~tailored ~~water~~specifically ~~clarification~~ towards individual client needs. Examples of some Western programs consist of:

~~Silica~~· ~~deposit~~Oil ~~control~~and ~~agents~~water ~~oil field applications~~ separation

~~Antifoams~~ · Protecting heat exchange systems from corrosion

~~Anti-scalants~~· ~~for~~Water ~~reverse-osmosis~~recycling ~~membranes~~ and re-use

~~Consulting~~· ~~and~~Wastewater ~~engineering services~~ deposits

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

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

~~Western~~· ~~offers~~Keeping acustomers ~~full~~compliant ~~range~~with ofNational ~~services~~Organic ~~and products tailored specifically towards individual client needs. Examples of some Western programs consist of:~~ Standards

~~Oil~~Off-Balance ~~and~~Sheet ~~water separation~~ Arrangements

~~Protecting heat exchange systems from corrosion~~ None.

~~Water~~Recent ~~recycling~~Accounting ~~and re-use~~ Pronouncements

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

~~Beta-carotine~~Item ~~separation~~ 3. Quantitative and Qualitative Disclosures About Market Risk.

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

~~Keeping~~Item ~~customers~~4. ~~compliant~~Controls ~~with~~and ~~National Organic Standards~~ Procedures.

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

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

~~None.~~There have been no changes in our internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

~~Recent~~PART ~~Accounting~~II ~~Pronouncements~~– OTHER INFORMATION

~~For~~Item the nine month period ended October 31, 2012, there were no accounting standards or interpretations issued that are expected to have a material impact on our financial position, operations or cash flows1. Legal Proceedings

~~Item~~Currently, 3.we ~~Quantitative~~are ~~and~~not ~~Qualitative~~a ~~Disclosures~~party ~~About~~to ~~Market~~any ~~Risk~~pending legal proceedings responsive to this item.

~~Pursuant to~~ Item ~~305(e) of Regulation S-K (§ 229~~1A.~~305(e)),~~ Risk ~~the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229~~Factors.~~10(f)(1) .~~

~~Item~~As 4.a ~~Controls~~smaller ~~and~~reporting ~~Procedures~~company, we are not required to provide the information required by this item.

AsItem required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have carried out an evaluation of the effectiveness of the design and operation of our Company's disclosure controls and procedures as of the end of the period covered by this quarterly report, being October 31, 20122. Unregistered ~~This~~Sales ~~evaluation was carried out under the supervision and with the participation~~ of ~~our~~Equity ~~Company's~~Securities ~~management, including our President, Principal Executive Officer~~ and ~~Principal~~Use ~~Financial Officer. Based upon that evaluation, our President, Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are not effective as~~ of the end of the period covered by this report due to the material weaknesses described in Management's Report on Internal Control over Financial Reporting included in our annual report on Form 10-K for the year ended January 31, 2012. Proceeds

There have been no significant changes in our Company's internal controls or in other factors, which could significantly affect internal controls subsequent to the date we carried out our evaluation. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our Company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our Company's reports filed under the Exchange Act is accumulated and communicated to management, including our Company's president and Principal Executive Officer as appropriate, to allow timely decisions regarding required disclosure. None

~~There~~Item ~~have~~3. Defaults ~~been~~Upon noSenior changes in our internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reportingSecurities.

~~PART II - OTHER INFORMATION~~ None

Item 14. Mine ~~Legal~~Safety ~~Proceedings.~~Disclosures

WeNot know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest. applicable

Item 1A5. Other ~~Risk Factors.~~Information

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1) . None

11Item 6. Exhibits

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

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

~~None.~~ SIGNATURES

~~Item~~Pursuant 3.to ~~Defaults~~the ~~Upon~~requirements ~~Senior~~of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~None.~~PACIFIC CLEAN WATER TECHNOLOGIES, INC.

Item 4. Mine Safety Disclosures

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

~~None.~~Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Item 5. Other Information

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

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

None.

Item 6. Exhibits.

Exhibit Description No.

3.1 (1)	Articles of Incorporation
3.2 (1)	Bylaws
31.1*	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith.

(1) Filed as exhibits to the Company’s Registration Statement on Form S-1, filed with the Commission on March 10, 2010, and incorporated herein by reference.

SIGNATURES

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

	PACIFIC CLEAN WATER TECHNOLOGIES, INC.
Dated: December 17, 2012	By: /s/ Craig S. McMillan
	Craig S. McMillan
	Chief Executive Officer and Director
	(Principal Executive Officer)
Dated: December 17, 2012	By: /s/ Steve W. Roussin
	Steve W. Roussin
	President, Chief Financial Officer and Director
	(Principal Financial Officer and Principal Accounting Officer)

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