U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



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



For the quarterly period ended March 31,
2013



OR



o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.



For the transition period from __________
to __________.



Commission file number 000-53035



SOLAR WIND ENERGY TOWER INC.

(f/k/a Clean Wind Energy Tower, Inc.)

(Exact name of Issuer
as specified in its charter)



|Nevada                                                         | 82-6008752                          
|-------------------------------------------------------------- | ------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.)
|                                                               |                                     
|1997 Annapolis Exchange Pkwy., Suite 300, Annapolis, MD        | 21401                               
|(Address of Principal Executive Offices)                       | (Zip Code)                          



(410) 972 - 4713

(Registrant’s Telephone Number, Including
Area Code)



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



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (Check one):



|Large accelerated filer o                     |  | Accelerated filer o        
|--------------------------------------------- |  | ---------------------------
|                                              |  |                            
|Non-accelerated filer o                       |  | Smaller reporting company x
|(Do not check if a smaller reporting company) |  |                            



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



Indicate the number of shares outstanding
of each of the issuer's classes of common equity, as of the latest practicable date: 297,087,778 shares of Common Stock ($0.0001
par value) as of May 13, 2013.
















Solar Wind Energy Tower, Inc.

(f/k/a Clean Wind Energy Tower, Inc.)

(A Development Stage Company)

FORM 10-Q for the Quarter Ended March 31,
2013



Index



|                                                                                                                                                                                                                 | Page
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|                                                                                                                                                                                                                 |     
|PART I. FINANCIAL INFORMATION                                                                                                                                                                                    | 3   
|                                                                                                                                                                                                                 |     
|Item 1. Financial Statements (Unaudited)                                                                                                                                                                         | 3   
|                                                                                                                                                                                                                 |     
|Condensed Consolidated Balance Sheets:
        March 31, 2013 (unaudited) and December 31, 2012                                                                                                                  | 3   
|                                                                                                                                                                                                                 |     
|Condensed Consolidated Statements of Operations:
        For the three months ended March 31, 2013 and 2012 and for the
        period from July 26, 2010 (date of inception) through March 31, 2013 (unaudited) | 4   
|                                                                                                                                                                                                                 |     
|Condensed Consolidated Statement of Stockholders’ Deficit
        For the three months ended March 31, 2013 (unaudited)                                                                                          | 5   
|                                                                                                                                                                                                                 |     
|Condensed Consolidated Statements of Cash Flows:
        For the three months ended March 31, 2013 and 2012 and for the
        period from July 26, 2010 (date of inception) through March 31, 2013 (unaudited) | 6   
|                                                                                                                                                                                                                 |     
|Notes to Condensed Consolidated Financial Statements:
        March 31, 2013 (Unaudited)                                                                                                                         | 7   
|                                                                                                                                                                                                                 |     
|Item 2. Management’s Discussion and Analysis                                                                                                                                                                     | 17  
|                                                                                                                                                                                                                 |     
|Item 3. Quantitative and Qualitative Disclosures About Material Risk                                                                                                                                             | 22  
|                                                                                                                                                                                                                 |     
|Item 4. Controls and Procedures                                                                                                                                                                                  | 22  
|                                                                                                                                                                                                                 |     
|PART II. OTHER INFORMATION                                                                                                                                                                                       | 24  
|                                                                                                                                                                                                                 |     
|Item 1. Legal Proceedings                                                                                                                                                                                        | 24  
|                                                                                                                                                                                                                 |     
|Item 1A. Risk Factors                                                                                                                                                                                            | 24  
|                                                                                                                                                                                                                 |     
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                                                              | 24  
|                                                                                                                                                                                                                 |     
|Item 3. Defaults Upon Senior Securities                                                                                                                                                                          | 24  
|                                                                                                                                                                                                                 |     
|Item 4. Mine Safety Disclosures                                                                                                                                                                                  | 24  
|                                                                                                                                                                                                                 |     
|Item 5. Other Information                                                                                                                                                                                        | 24  
|                                                                                                                                                                                                                 |     
|Item 6. Exhibits                                                                                                                                                                                                 | 25  
|                                                                                                                                                                                                                 |     
|Signatures                                                                                                                                                                                                       | 26  





2







PART I – FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS



SOLAR WIND ENERGY TOWER, INC.

(Formerly known as Clean Wind Energy Tower, Inc.)

(a development stage company)

CONDENSED CONSOLIDATED
BALANCE SHEETS



|                                                                                                                                                                                             |  | March 31,   |            |   | December 31, |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | ---------- | - | ------------ | -
|                                                                                                                                                                                             |  | 2013        |            |   | 2012         |  
|                                                                                                                                                                                             |  | (unaudited) |            |   |              |  
|ASSETS                                                                                                                                                                                       |  |             |            |   |              |  
|Current assets:                                                                                                                                                                              |  |             |            |   |              |  
|Cash                                                                                                                                                                                         |  | $           | 25,369     |   |              | $
|Total current assets                                                                                                                                                                         |  |             | 25,369     |   |              |  
|                                                                                                                                                                                             |  |             |            |   |              |  
|Property and equipment, net                                                                                                                                                                  |  |             | 5,644      |   |              |  
|                                                                                                                                                                                             |  |             |            |   |              |  
|Other assets:                                                                                                                                                                                |  |             |            |   |              |  
|Deposits                                                                                                                                                                                     |  |             | 2,300      |   |              |  
|                                                                                                                                                                                             |  |             |            |   |              |  
|Total assets                                                                                                                                                                                 |  | $           | 33,313     |   |              | $
|                                                                                                                                                                                             |  |             |            |   |              |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                                                        |  |             |            |   |              |  
|Current liabilities:                                                                                                                                                                         |  |             |            |   |              |  
|Accounts payable                                                                                                                                                                             |  | $           | 205,648    |   |              | $
|Accrued liabilities and expenses                                                                                                                                                             |  |             | 548,875    |   |              |  
|Advances from stockholders/officers                                                                                                                                                          |  |             | 170,000    |   |              |  
|Note payable                                                                                                                                                                                 |  |             | 268,270    |   |              |  
|Convertible notes payable, net of unamortized debt discount of $209,137 and $123,525, respectively                                                                                           |  |             | 65,242     |   |              |  
|Derivative liabilities                                                                                                                                                                       |  |             | 1,928,457  |   |              |  
|Total current liabilities                                                                                                                                                                    |  |             | 3,186,492  |   |              |  
|                                                                                                                                                                                             |  |             |            |   |              |  
|Long term debt:                                                                                                                                                                              |  |             |            |   |              |  
|Convertible notes payable, net of unamortized debt discount of $209,137 and $43,326, respectively                                                                                            |  |             | 29,863     |   |              |  
|Convertible notes payable, related party, net of unamortized debt discount of $229,781 and $262,094, respectively                                                                            |  |             | 50,219     |   |              |  
|Total long term debt                                                                                                                                                                         |  |             | 80,082     |   |              |  
|                                                                                                                                                                                             |  |             |            |   |              |  
|Stockholders' deficit:                                                                                                                                                                       |  |             |            |   |              |  
|Preferred stock, par value $0.0001 per share; 10,000,000 shares authorized; none issued and outstanding as of March 31, 2013 and December 31, 2012                                           |  |             | –          |   |              |  
|Common stock, par value $0.0001 per share; 500,000,000 shares authorized; 290,758,136 and 279,865,011 shares issued and outstanding as of March 31, 2013 and December 31, 2012, respectively |  |             | 29,076     |   |              |  
|Common stock to be issued                                                                                                                                                                    |  |             | 420,000    |   |              |  
|Additional paid in capital                                                                                                                                                                   |  |             | 4,558,579  |   |              |  
|Accumulated deficit during development stage                                                                                                                                                 |  |             | (8,240,916 | ) |              |  
|Total stockholders' deficit                                                                                                                                                                  |  |             | (3,233,261 | ) |              |  
|                                                                                                                                                                                             |  |             |            |   |              |  
|Total liabilities and stockholders' deficit                                                                                                                                                  |  | $           | 33,313     |   |              | $



See the accompanying notes to the unaudited condensed consolidated financial statements





3







SOLAR WIND ENERGY TOWER, INC.

(Formerly known as Clean Wind Energy Tower, Inc.)

(a development stage company)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)





|                                                                              |  |                                      |             |   |         |   |             | For the period      | 
|----------------------------------------------------------------------------- |  | ------------------------------------ | ----------- | - | ------- | - | ----------- | ------------------- | 
|                                                                              |  |                                      |             |   |         |   |             | From July 26, 2010  | 
|                                                                              |  |                                      |             |   |         |   |             | (date of inception) | 
|                                                                              |  | For the three months ended March 31, |             |   | through |  
|                                                                              |  | 2013                                 |             |   | 2012    |   |             | March 31, 2013      | 
|OPERATING EXPENSES:                                                           |  |                                      |             |   |         |   |             |                     | 
|Research and development                                                      |  | $                                    | 13,893      |   |         | $ | 15,083      |                     | 
|Selling, general and administrative                                           |  |                                      | 395,129     |   |         |   | 493,270     |                     | 
|Depreciation                                                                  |  |                                      | 1,120       |   |         |   | 1,120       |                     | 
|Total operating expenses                                                      |  |                                      | 410,142     |   |         |   | 509,473     |                     | 
|                                                                              |  |                                      |             |   |         |   |             |                     | 
|Loss from operations                                                          |  |                                      | (410,142    | ) |         |   | (509,473    | )                   | 
|                                                                              |  |                                      |             |   |         |   |             |                     | 
|Other income (expense):                                                       |  |                                      |             |   |         |   |             |                     | 
|Interest expense                                                              |  |                                      | (255,800    | ) |         |   | (302,722    | )                   | 
|Loss on modification of debt                                                  |  |                                      | –           |   |         |   | –           |                     | 
|Loss on settlement of debt                                                    |  |                                      | –           |   |         |   | –           |                     | 
|(Loss) gain on change in fair value of derivative liabilities                 |  |                                      | (1,110,140  | ) |         |   | 27,908      |                     | 
|                                                                              |  |                                      |             |   |         |   |             |                     | 
|Loss before provision for income taxes                                        |  |                                      | (1,776,082  | ) |         |   | (784,287    | )                   | 
|                                                                              |  |                                      |             |   |         |   |             |                     | 
|Provision for income taxes (benefit)                                          |  |                                      | –           |   |         |   | –           |                     | 
|                                                                              |  |                                      |             |   |         |   |             |                     | 
|NET LOSS                                                                      |  | $                                    | (1,776,082  | ) |         | $ | (784,287    | )                   | 
|                                                                              |  |                                      |             |   |         |   |             |                     | 
|Net loss per common share, basic and fully diluted                            |  | $                                    | (0.01       | ) |         | $ | (0.00       | )                   | 
|                                                                              |  |                                      |             |   |         |   |             |                     | 
|Weighted average number of common shares outstanding, basic and fully diluted |  |                                      | 286,690,839 |   |         |   | 221,553,845 |                     | 



See the accompanying notes to the unaudited condensed consolidated financial statements





4







SOLAR WIND ENERGY TOWER, INC.

(Formerly known as Clean Wind Energy Tower, Inc.)

(a development stage company)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

For the three months ended March 31, 2013

(unaudited)



|                                               |  |                 |   |  |              |   |   |                     |  |  | Additional  |  |  | Deficit Accumulated
                                                                                During |        |  |        | 
|---------------------------------------------- |  | --------------- | - |  | ------------ | - | - | ------------------- |  |  | ----------- |  |  | ---------------------------------------------------------------------------------------------------------- | ------ |  | ------ | 
|                                               |  | Preferred stock |   |  | Common stock |   |   | Common to be Issued |  |  | Paid In     |  |  | Development                                                                                                |        |  |        | 
|                                               |  | Shares          |   |  | Amount       |   |   | Shares              |  |  | Amount      |  |  | Shares                                                                                                     |        |  | Amount | 
|                                               |  |                 |   |  |              |   |   |                     |  |  |             |  |  |                                                                                                            |        |  |        | 
|Balance, December 31, 2012                     |  |                 | – |  |              | $ | – |                     |  |  | 279,865,011 |  |  | $                                                                                                          | 27,987 |  |        | 
|Shares issued for consulting services rendered |  |                 | – |  |              |   | – |                     |  |  | 281,553     |  |  |                                                                                                            | 28     |  |        | 
|Shares issued in settlement of debt            |  |                 | – |  |              |   | – |                     |  |  | 10,611,572  |  |  |                                                                                                            | 1,061  |  |        | 
|Stock based compensation                       |  |                 | – |  |              |   | – |                     |  |  | –           |  |  |                                                                                                            | –      |  |        | 
|Net loss                                       |  |                 | – |  |              |   | – |                     |  |  | –           |  |  |                                                                                                            | –      |  |        | 
|Balance, March 31, 2013                        |  |                 | – |  |              | $ | – |                     |  |  | 290,758,136 |  |  | $                                                                                                          | 29,076 |  |        | 



See the accompanying notes to the unaudited condensed consolidated
financial statements





5







SOLAR WIND ENERGY TOWER, INC.

(Formerly known as Clean Wind Energy Tower, Inc.)

(a development stage company)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)



|                                                                                                                                |  |                                      |            |   |         |   |          | For the period      | 
|------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------ | ---------- | - | ------- | - | -------- | ------------------- | 
|                                                                                                                                |  |                                      |            |   |         |   |          | From July 26, 2010  | 
|                                                                                                                                |  |                                      |            |   |         |   |          | (date of inception) | 
|                                                                                                                                |  | For the three months ended March 31, |            |   | through |  
|                                                                                                                                |  | 2013                                 |            |   | 2012    |   |          | March 31, 2013      | 
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                                                           |  |                                      |            |   |         |   |          |                     | 
|Net loss                                                                                                                        |  | $                                    | (1,776,082 | ) |         | $ | (784,287 | )                   | 
|Adjustments to reconcile net loss to net cash used in operating activities:                                                     |  |                                      |            |   |         |   |          |                     | 
|Depreciation                                                                                                                    |  |                                      | 1,120      |   |         |   | 1,120    |                     | 
|Amortization of debt discounts                                                                                                  |  |                                      | 136,560    |   |         |   | 57,778   |                     | 
|Amortization of financing costs                                                                                                 |  |                                      | 7,500      |   |         |   | 41,000   |                     | 
|Non cash interest                                                                                                               |  |                                      | 94,805     |   |         |   | –        |                     | 
|Stock based compensation                                                                                                        |  |                                      | 115,824    |   |         |   | 297,928  |                     | 
|Loss on settlement of debt                                                                                                      |  |                                      | –          |   |         |   | –        |                     | 
|Loss on debt modification                                                                                                       |  |                                      | –          |   |         |   | –        |                     | 
|Gain (loss) from change in fair value of derivative liabilities                                                                 |  |                                      | 1,110,141  |   |         |   | (27,908  | )                   | 
|Changes in operating assets and liabilities:                                                                                    |  |                                      |            |   |         |   |          |                     | 
|Advances from stockholders/officers                                                                                             |  |                                      | (15,000    | ) |         |   | –        |                     | 
|Accounts payable and accrued expenses                                                                                           |  |                                      | 72,740     |   |         |   | (38,417  | )                   | 
|Net cash used in operating activities                                                                                           |  |                                      | (252,392   | ) |         |   | (452,786 | )                   | 
|                                                                                                                                |  |                                      |            |   |         |   |          |                     | 
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                                                           |  |                                      |            |   |         |   |          |                     | 
|Net cash acquired from reverse merger                                                                                           |  |                                      | –          |   |         |   | –        |                     | 
|Purchase of property and equipment                                                                                              |  |                                      | –          |   |         |   | –        |                     | 
|Payment of long term deposit                                                                                                    |  |                                      | –          |   |         |   | –        |                     | 
|Net cash provided by investing activities                                                                                       |  |                                      | –          |   |         |   | –        |                     | 
|                                                                                                                                |  |                                      |            |   |         |   |          |                     | 
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                                                           |  |                                      |            |   |         |   |          |                     | 
|Proceeds from issuance of subsidiary's common stock                                                                             |  |                                      | –          |   |         |   | –        |                     | 
|Proceeds from sale of common stock                                                                                              |  |                                      | –          |   |         |   | 85,000   |                     | 
|Proceeds from exercise of warrants                                                                                              |  |                                      | –          |   |         |   | 230,000  |                     | 
|Proceeds from issuance of note payable                                                                                          |  |                                      | –          |   |         |   | 294,000  |                     | 
|Proceeds from issuance of convertible notes payable                                                                             |  |                                      | 264,000    |   |         |   | –        |                     | 
|Repayments of convertible notes payable                                                                                         |  |                                      | –          |   |         |   | (110,000 | )                   | 
|Net cash provided by financing activities                                                                                       |  |                                      | 264,000    |   |         |   | 499,000  |                     | 
|                                                                                                                                |  |                                      |            |   |         |   |          |                     | 
|Net increase in cash                                                                                                            |  |                                      | 11,608     |   |         |   | 46,214   |                     | 
|Cash, beginning of period                                                                                                       |  |                                      | 13,761     |   |         |   | 52,332   |                     | 
|                                                                                                                                |  |                                      |            |   |         |   |          |                     | 
|Cash, end of period                                                                                                             |  | $                                    | 25,369     |   |         | $ | 98,546   |                     | 
|                                                                                                                                |  |                                      |            |   |         |   |          |                     | 
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                                                                               |  |                                      |            |   |         |   |          |                    
|                                                                                                                                |  |                                      |            |   |         |   |          |                     | 
|Interest paid                                                                                                                   |  | $                                    | –          |   |         | $ | 98,778   |                     | 
|Income taxes paid                                                                                                               |  | $                                    | –          |   |         | $ | –        |                     | 
|                                                                                                                                |  |                                      |            |   |         |   |          |                     | 
|Non cash investing and financing activities:                                                                                    |  |                                      |            |   |         |   |          |                     | 
|Accrued warrants to be issued to referring brokers in connection with PPM subscription at $0.10 per share                       |  | $                                    | –          |   |         | $ | –        |                     | 
|Shares forfeited and cancelled by some Solar Wind Energy's stockholders acquired in connection with the merger upon resignation |  | $                                    | –          |   |         | $ | –        |                     | 
|Notes payable issued in settlement of accounts payable                                                                          |  | $                                    | –          |   |         | $ | –        |                     | 
|Convertible notes payable issued in settlement of accrued officer salaries                                                      |  | $                                    | –          |   |         | $ | –        |                     | 
|Common stock issued in settlement of debt                                                                                       |  | $                                    | 178,865    |   |         | $ | –        |                     | 



See the accompanying notes to the unaudited condensed consolidated financial statements





6







SOLAR WIND ENERGY TOWER, INC.

(f/k/a Clean Wind Energy Tower, Inc.)

(a development stage company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

MARCH 31, 2013

(unaudited)



NOTE 1 – SUMMARY OF ACCOUNTING
POLICIES



A summary of the significant accounting
policies applied in the preparation of the accompanying unaudited condensed consolidated financial statements follows.



Business and Basis of Presentation



Solar Wind Energy Tower, Inc. (f/k/a
Clean Wind Energy Tower, Inc.) (the “Company,” “we,” “our,” “us”), formerly
known as Superior Silver Mines, Inc., was incorporated in the State of Idaho on January 22, 1962 as Superior Mines Company and
then changed its name to Superior Silver Mines, Inc.  The Company reincorporated as a Nevada corporation on December
27, 2010.  The Company has been dormant for a number of years, and has no known mineral reserves.



On December 29, 2010, Solar Wind Energy
Tower Inc. (f/k/a Clean Wind Energy Tower, Inc.), a Nevada corporation (the “Company” or "Solar Wind"),
completed a reverse merger (the “Merger”) with Solar Wind Energy, Inc. (f/k/a Clean Wind Energy, Inc), a corporation
formed under the laws of the State of Delaware on July 26, 2010 (“Solar Wind - Subsidiary”).  In connection
with the Merger, the Company issued to the stockholders of Solar Wind - Subsidiary in exchange for their Solar Wind - Subsidiary
Common Stock, the right to receive an aggregate of 300,000,000 shares of the Company’s Common Stock.  As a result
of the reverse merger, Solar Wind - Subsidiary is now a wholly-owned subsidiary of the Company.



For accounting purposes, Solar Wind - Subsidiary
was the surviving entity. The transaction was accounted for as a recapitalization of Solar Wind - Subsidiary pursuant to which
Solar Wind - Subsidiary was treated as the surviving and continuing entity although the Company is the legal acquirer rather than
a reverse acquisition.  Accordingly, the Company’s historical financial statements are those of Solar Wind - Subsidiary
immediately following the consummation of the reverse merger. Also, going forward the business operations of Solar Wind - Subsidiary
will become the Company’s principal business operations.



The Company plans to design, develop, and
construct large downdraft towers that use benevolent, non-toxic natural elements to generate electricity and clean water economically
(“Downdraft Towers”) by integrating and synthesizing numerous proven as well as emerging technologies. In addition
to constructing Downdraft Towers in the United States and abroad, the Company intends to be prepared to establish partnerships
at home and abroad to propagate these systems and meet increasing global demand for clean water and electricity



On January 21, 2011, the Company changed
its name to Clean Wind Energy Tower, Inc. and on March 11, 2013, changed its name to Solar Wind Energy Tower Inc.  along with
its wholly-owned subsidiary, a corporation formed under the laws of the State of Delaware, which changed its name from Clean Wind
Energy, Inc. to Solar Wind Energy, Inc. In addition, effective January 24, 2011, the Company’s quotation symbol on the Over-the-Counter
Bulletin Board was changed from SSVM.OB to CWET.OB and on March 11, 2013, in conjunction with our name change, the Company’s
quotation symbol on the Over-the-Counter Bulletin Board was changed from CWET.OB to SWET.OB.





7









SOLAR WIND ENERGY TOWER, INC.

(f/k/a Clean Wind Energy Tower, Inc.)

(a development stage company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

MARCH 31, 2013

(unaudited)



Interim Financial Statements



The following (a) condensed consolidated
balance sheet as of December 31, 2012, which has been derived from audited financial statements, and (b) the unaudited condensed
consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally
accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule
8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial
statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three months ended March 31, 2012 are not necessarily indicative
of results that may be expected for the year ending December 31, 2013. These condensed consolidated financial statements should
be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2012
included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”)
on April 1, 2013.



Going Concern



The accompanying unaudited condensed consolidated
financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America,
which contemplate continuation of the Company as a going concern. However, the Company has reported net losses of $1,776,082 and
$784,287 for the three month periods ended March 31, 2013 and 2012, respectively, accumulated deficit of $8,240,916 and total current
liabilities in excess of current assets of $3,161,123 as of March 31, 2013.



The Company is in a development stage and
does not have any revenues from operations and will be dependent on funds raise to satisfy its ongoing capital requirements for
at least the next 12 months. The Company will require additional financing in order to execute its operating plan and continue
as a going concern. The Company cannot predict whether this additional financing will be in the form of equity or debt, or be in
another form. The Company may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or
at all. In any of these events, the Company may be unable to implement its current plans for expansion or respond to competitive
pressures, any of these circumstances would have a material adverse effect on its business, prospects, financial condition and
results of operations.



The unaudited condensed consolidated financial
statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities
that might be necessary should the Company be unable to continue as a going concern.



Fair Value of Financial Instruments



Our short-term financial instruments, including
cash, other assets and accounts payable and accrued expenses consist primarily of instruments without extended maturities, the
fair value of which, based on management’s estimates, reasonably approximate their book value. The fair value of our notes
and advances payable is based on management estimates and reasonably approximates their book value based on their current maturity.



Net Loss per Common Share



The Company computes net loss per share
under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Basic net income (loss)
per common share is computed by dividing net loss by the weighted average number of shares of common stock. Diluted net loss per
share is computed using the weighted average number of common and common stock equivalent shares outstanding during the period.
There is no effect on diluted loss per share since the common stock equivalents are anti-dilutive. Dilutive common stock equivalents
consist of shares issuable upon conversion of convertible notes. Fully diluted shares as of March 31, 2013 and 2011 were 352,069,509
and 221,553,845, respectively.





8









SOLAR WIND ENERGY TOWER, INC.

(f/k/a Clean Wind Energy Tower, Inc.)

(a development stage company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

MARCH 31, 2013

(unaudited)



Research and development



In accordance with ASC 730, “Research
and Development”, the Company expenses all research and development costs as incurred. The Company had incurred $13,893 and
$15,083 for the three months ended March 31, 2013 and 2012, respectively; and $631,218 research and development costs from July
26, 2010 (date of inception) through March 31, 2013. The Company expects the research and development costs to increase in the
future as it continues to invest in the infrastructure that is critical to achieve our business goals and objectives.



Stock Based Compensation



The Company account for its stock based
awards in accordance with Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”), which requires
a fair value measurement and recognition of compensation expense for all share-based payment awards made to our employees and directors,
including restricted stock awards. We estimate the fair value of stock using the stock price on date of the approval of the award.
The fair value is then expensed over the requisite service periods of the awards, which is generally the performance period and
the related amount recognized in our consolidated statements of operations.



Stock-based compensation expense in connection
with stock granted to consultants in exchange for services rendered for the three months ended March 31, 2013 and 2012 was $115,824
and $297,928, respectively and $1,846,204 from July 26, 2010 (date of inception) through March 31, 2013.



Derivative financial instruments



Accounting Standards Codification subtopic
815-40, Derivatives and Hedging, Contracts in Entity’s own Equity (“ASC 815-40”) became effective for the Company
on October 1, 2009. The Company’s convertible debt has reset provisions to the exercise price if the Company issues equity
or a right to receive equity, at a price less than the exercise prices.



Development stage entity



The Company is considered to be a development
stage entity, as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
Topic 915. For the period from July 26, 2010 (date of inception) through March 31, 2013, the Company has not generated any revenues
to date, has no significant assets and has incurred losses since inception from developing its business and planned operations.
Consequently, its operations are subject to all the risks inherent in the establishment of a new business enterprise.



Recently Issued Accounting Pronouncements



There are various updates recently issued,
most of which represented technical corrections to the accounting literature or application to specific industries and are not
expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.





9









SOLAR WIND ENERGY TOWER, INC.

(f/k/a Clean Wind Energy Tower, Inc.)

(a development stage company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

MARCH 31, 2013

(unaudited)



NOTE 2 – ACCRUED LIABILITIES AND EXPENSES



Accrued liabilities and expenses as of
March 31, 2013 and December 31, 2012 consist of the following:



|                                |  | March 31, 2013 |         |  | December 31, 2012 |  
|------------------------------- |  | -------------- | ------- |  | ----------------- | -
|Accrued payroll                 |  | $              | 347,508 |  |                   | $
|Accrued payroll taxes payable   |  |                | 18,330  |  |                   |  
|Accrued stock purchase warrants |  |                | 29,400  |  |                   |  
|Accrued lawsuit (Note 10 below) |  |                | 122,985 |  |                   |  
|Accrued interest and other      |  |                | 30,652  |  |                   |  
|Total                           |  | $              | 548,875 |  |                   | $



NOTE 3 – ADVANCES FROM SHAREHOLDERS/OFFICERS



Advances from shareholders are comprised of the following:



|                                                                            |  | March 31, 2013 |         |  | December 31, 2012 |  
|--------------------------------------------------------------------------- |  | -------------- | ------- |  | ----------------- | -
|Cash advances                                                               |  | $              | –       |  |                   | $
|Fair value of common stock pledged as collateral by shareholder (see below) |  |                | 170,000 |  |                   |  
|Total                                                                       |  | $              | 170,000 |  |                   | $



The Company issued a Secured Convertible
Promissory Note on February 29, 2012. In connection with the issuance, a shareholder pledged 10,000,000 shares of the Company's
common stock. On March 8, 2012, upon notice of default, the escrow agent transferred the pledged common shares to the note holder.
The fair value of the common shares pledged was recorded as a related party obligation as of March 31, 2012 with a corresponding
reduction in the carrying value of the Note Payable.



NOTE 4 – NOTE PAYABLE



On June 20, 2012, the Company issued three
promissory notes payable in aggregate of $268,270 in settlement of outstanding accounts payable. The notes mature earlier of (1)
one year from the date of issuance, (2) completion of any major financing event or events in which the Company receives aggregate
proceeds of $2,000,000 or more, or (3) any liquidation or reorganization, merger or recapitalization of the Company, bear an interest
rate of 8% per annum due at maturity and are unsecured.





10







SOLAR WIND ENERGY TOWER, INC.

(f/k/a Clean Wind Energy Tower, Inc.)

(a development stage company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

MARCH 31, 2013

(unaudited)



NOTE 5 – CONVERTIBLE NOTES PAYABLE



Convertible notes payable are comprised of the following:



|                                                                                                                             |  | March 31, 2013 |         |   | December 31, 2012 |  
|---------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------- | - | ----------------- | -
|Convertible note payable, due March 21, 2013, net of unamortized debt discount of $5,091                                     |  | $              | –       |   |                   | $
|Convertible note payable, due July 11, 2013, net of unamortized debt discount and OID of $7,428 and $26,301, respectively    |  |                | 8,652   |   |                   |  
|Convertible note payable, due May 6, 2013, net of unamortized debt discount of $15,978                                       |  |                | –       |   |                   |  
|Convertible note payable, due October 3, 2013, net of unamortized debt discount and OID of $15,415 and $18,904, respectively |  |                | 14,835  |   |                   |  
|Convertible note payable, due August 13, 2013, net of unamortized debt discount of $15,839 and $26,399, respectively         |  |                | 16,661  |   |                   |  
|Convertible promissory notes, due December 31, 2014, net of unamortized debt discount of $209,137 and $43,326, respectively  |  |                | 29,863  |   |                   |  
|Convertible note payable, due September 19, 2013, net of unamortized debt discount of $20,254 and  $30,852, respectively     |  |                | 12,246  |   |                   |  
|Convertible note payable, due January 31, 2014, net of unamortized debt discount  and OID of $25,360                         |  |                | 4,890   |   |                   |  
|Convertible note payable, due October 29, 2013, net of unamortized debt discount of $24,874                                  |  |                | 7,626   |   |                   |  
|Convertible note payable, due March 27, 2014, net of unamortized debt discount and OID of $29,918                            |  |                | 332     |   |                   |  
|Total                                                                                                                        |  |                | 95,105  |   |                   |  
|Less short term portion                                                                                                      |  |                | (65,242 | ) |                   |  
|Long term portion                                                                                                            |  | $              | 29,863  |   |                   | $



On January 25, 2013, the Company entered
into a Securities Purchase Agreement with Asher Enterprises, Inc. ("Asher"), for the sale of an 8% convertible note in
the principal amount of $32,500 (the "Note"). The financing closed on January 25, 2013. The total net proceeds the Company
received from this Offering was $30,000.



The Note bears interest at the rate of
8% per annum. All interest and principal must be repaid on October 29, 2013. The Note is convertible into common stock, at Asher’s
option, at a 42% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period
prior to conversion.



In the event the Company prepays the Note
in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 120% if prepaid
during the period commencing on the closing date through 30 days thereafter, (ii) 125% if prepaid 31 days following the closing
through 60 days following the closing, (iii) 130% if prepaid 61 days following the closing through 90 days following the closing
and (iv) 135% if prepaid 91 days following the closing through 120 days following the closing. (v) 140% if prepaid 121 days following
the closing through 150 days following the closing, (vi) 150% if prepaid 121 days following the closing through 180 days following
the closing. After the expiration of 180 days following the date of the Note, the Company has no right of prepayment.



On July 25, 2012, the Company issued a
Convertible Promissory Note to JMJ Financial (“JMJ”) providing JMJ with the ability to invest up to $275,000 which
contains a 10% original issue discount (the “JMJ Note”). The transaction closed on July 25, 2012.





11







SOLAR WIND ENERGY TOWER, INC.

(f/k/a Clean Wind Energy Tower, Inc.)

(a development stage company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

MARCH 31, 2013

(unaudited)



On January 31, 2013, the Company issued
a $25,000 Convertible Promissory Note (the “Note”) to JMJ Financial (“JMJ”) under the July 25, 2012 described
transaction. The total proceeds the Company received from this offering was $22,500.



On March 27, 2013, the Company issued a
$25,000 Convertible Promissory Note (the “Note”) to JMJ Financial (“JMJ”) under the July 25, 2012 described
transaction. The total proceeds the Company received from this offering was $22,500.



The maturity dates are one year from the
effective date of each payment by JMJ to the Company (the “Maturity Date”). The conversion price (the “Conversion
Price”) for each portion of consideration paid by JMJ to the Company is lesser of: (1) the closing price of the Company’s
stock on the day the portion of consideration is paid to the Company, or (2) 70% of the lowest trade price in the 25 trading days
previous to the conversion.



The JMJ Notes bear interest at 0% for the
first 60 days and a one-time interest charge of 10% will be applied to the Principal Sum thereafter.



At any time after the Effective Date, the
Company will have the option, upon 20 days business notice to JMJ, to prepay the entire remaining outstanding principal amount
of the Note in cash, provided that (i) the Company will pay JMJ 150% of the principal amount outstanding in repayment, (ii) such
amount must be paid in cash on the next business day following the 20 day business day notice period, and (iii) JMJ may still convert
the Note pursuant to the terms herein during the 20 day business period until such repayment amount has been received in full.



During the month of January 2013, the Company
issued an aggregate of seven convertible promissory notes to investors in the aggregate principal amount of $189,000. The total
net proceeds the Company received from this Offering was $189,000.



The convertible promissory notes bear interest
at the rate of 8% per annum. All interest and principal must be repaid on December 31, 2014. The Note is convertible into common
stock, at holders’ option, at a conversion rate of $0.015 per common share.



The Company has identified the embedded
derivatives related to the above described Notes. These embedded derivatives included certain conversion features and reset provision.
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as
of the inception date of the Notes and to fair value as of each subsequent reporting date.



At the inception of the 2013 Notes, the
Company determined the aggregate fair value of $366,676 of embedded derivatives. The fair value of the embedded derivatives was
determined using the Black Scholes Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected
volatility of 199.53% to 203.63%, (3) weighted average risk-free interest rate of 0.14 % to 0.28%, (4) expected life of 0.76 to
1.95 years, and (5) estimated fair value of the Company’s common stock of $0.019 to $0.0251 per share.



The determined fair value of the debt derivatives
of $366,676 was charged as a debt discount up to the net proceeds of the note with the remainder $94,805 charged to current period
operations as non-cash interest expense.





12







SOLAR WIND ENERGY TOWER, INC.

(f/k/a Clean Wind Energy Tower, Inc.)

(a development stage company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

MARCH 31, 2013

(unaudited)



At March 31, 2013, the Company marked to
market the fair value of the debt derivatives and determined a fair value of $1,928,457. The Company recorded a loss from change
in fair value of debt derivatives of $1,110,141 for the three months ended March 31, 2013. The fair value of the embedded derivatives
was determined using Black Scholes Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected
volatility of 201.81%, (3) weighted average risk-free interest rate of 0.11% to 0.25%, (4) expected life of 0.28 to 1.75 years,
and (5) estimated fair value of the Company’s common stock of $0.034 per share.



The charge of the amortization of debt
discounts and costs for the three months ended March 31, 2013 and 2012 was $104,247 and $57,778, respectively, which was accounted
for as interest expense. Also, the Company has accrued interest expense of $8,071 as of March 31, 2013.



During the three months ended March 31,
2013, the Company issued an aggregate of 10,611,572 shares of its common stock in settlement of the convertible note payable and
related interest.



NOTE 6 – CONVERTIBLE NOTES PAYABLE, RELATED
PARTY



During 2012, the Company issued an aggregate
of $280,000 convertible promissory notes to officers and key employees in settlement of accrued salaries.



The convertible promissory notes bear interest
at the rate of 8% per annum. All interest and principal must be repaid on December 31, 2014. The convertible promissory notes are
convertible into common stock, at the holders’ option

at $0.15 per common share.



Due to the nature of the notes described
in Note 6 above, the Company has identified the embedded derivatives related to the above described Notes. These embedded derivatives
included certain conversion features and the uncertainty of sufficient authorized shares to meet possible conversion demands. The
accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the
inception date of the notes and to fair value as of each subsequent reporting date.



The fair value of the embedded derivatives
was determined using Black Scholes Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected
volatility of 200.41% to 200.80%, (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 2.0 years, and (5)
estimated fair value of the Company’s common stock of $0.165 to $0.167 per share.



The determined fair value of the debt derivatives
of $262,285 was charged as a debt discount up to the net proceeds of the note.



At March 31, 2013, the Company marked to
market the fair value of the debt derivatives and determined a fair value of $560,670. The Company recorded a loss from change
in fair value of debt derivatives of $296,614 for the three months ended March 31, 2013. The fair value of the embedded derivatives
was determined using Black Scholes Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected
volatility of 201.81%, (3) weighted average risk-free interest rate of 0.25%, (4) expected life of 1.75 years, and (5) estimated
fair value of the Company’s common stock of $0.034 per share.



The charge of the amortization of debt
discounts and costs for the three months ended March 31, 2013 was $32,313, which was accounted for as interest expense. Also, the
Company has accrued interest expense of $2,992 as of March 31, 2013.





13







SOLAR WIND ENERGY TOWER, INC.

(f/k/a Clean Wind Energy Tower, Inc.)

(a development stage company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

MARCH 31, 2013

(unaudited)



NOTE 7 – DERIVATIVE LIABILITIES



As described in Notes 6 and 7 above, the
Company issued convertible notes that contain conversion features and reset provision. The accounting treatment of derivative financial
instruments requires that the Company record fair value of the derivatives as of the inception date and to fair value as of each
subsequent reporting date. Refer to Notes 6 and 7 for assumptions used to determine fair values.



NOTE 8 – STOCKHOLDERS' EQUITY



Preferred stock



The Company has authorized 10,000,000 shares
of preferred stock, with a par value of $0.0001 per share. As of March 31, 2013 and December 31, 2012, the Company did not have
any preferred stock issued and outstanding.



Common stock



The Company has authorized 500,000,000
shares of common stock, with a par value of $0.0001 per share. As of March 31, 2013 and December 31, 2012, the Company has 290,758,136
and 279,865,011, respectively, shares of common stock issued and outstanding.



During the three months ended March 31,
2013, the Company issued an aggregate of 281,553 shares of common stock for services rendered of $5,596.



In 2012, the Company issued an aggregate
of 21,500,000 shares of common stock for future services of $1,745,690. The Company accretes the fair value of the shares issued
as stock based compensation during the requisite service period to operations. During the three months ended March 31, 2013, the
Company recorded $110,228 as stock based compensation.



NOTE 9 – CONTINGENCIES



Litigation



Hanover Holdings I, LLC vs Solar Wind Energy Tower Inc.(f/k/a
Clean Wind Energy Tower, Inc.)



On December 27, 2012, we were served with
a Complaint in the matter of Hanover Holdings I, LLC filed with the Supreme Court of the State of New York, stipulating that Solar
Wind Energy Tower Inc. (f/k/a Clean Wind Energy Tower, Inc.) has yet to pay the remaining outstanding balance, related interest
and penalties, as described in a convertible promissory note issued by Solar Wind Energy Tower Inc. (f/k/a Clean Wind Energy Tower,
Inc.) to the benefit of Hanover Holdings I, LLC on February 29, 2012 and has failed to honor a notice of conversion issued by Hanover
Holdings I, LLC on or about September 7, 2012. Total claim amount is for $122,985. The Company does not believe any additional
payments are due to Hanover Holdings I, LLC and will vigorously defend its position.



From time to time, we may become involved
in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent
uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently
not party to any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect
on our business, financial condition or operating results.





14







SOLAR WIND ENERGY TOWER, INC.

(f/k/a Clean Wind Energy Tower, Inc.)

(a development stage company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

MARCH 31, 2013

(unaudited)



NOTE 10 – FAIR VALUE MEASUREMENTS



ASC 825-10 defines fair value as the price
that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded
at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions
that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk
of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs
and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be
used to measure fair value:



| | · | Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;                                 
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; or
| | · | Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and are unobservable.                                          





Items recorded or measured at fair value
on a recurring basis in the accompanying unaudited condensed consolidated financial statements consisted of the following items
as of March 31, 2013:



|                       |  | Level 1 |   |  | Level 2 |   |   | Level 3 |  |   | Total     | 
|---------------------- |  | ------- | - |  | ------- | - | - | ------- |  | - | --------- | 
|Long-term investments  |  | $       | – |  |         | $ | – |         |  | $ | –         | 
|Total                  |  | $       | – |  |         | $ | – |         |  | $ | –         | 
|                       |  |         |   |  |         |   |   |         |  |   |           | 
|Derivative liabilities |  | $       | – |  |         | $ | – |         |  | $ | 1,928,457 | 
|Total                  |  | $       | – |  |         | $ | – |         |  | $ | 1,928,457 | 



The table below sets forth a summary of
changes in the fair value of the Company’s Level 3 financial liabilities (derivative liability) for the three months ended
March 31, 2013.



Three months ended March 31, 2013:



|                                                                                                  |  | Derivative Liability |           
|------------------------------------------------------------------------------------------------- |  | -------------------- | ----------
|Balance, December 31, 2012                                                                        |  | $                    | 529,785   
|                                                                                                  |  |                      |           
|Transfers in (out) at mark-market value on date of payoff or conversion                           |  |                      | (78,144   
|                                                                                                  |  |                      |           
|Transfers in upon initial fair value of derivative liability                                      |  |                      | 366,676   
|                                                                                                  |  |                      |           
|Loss from change in fair value of derivative liability                                            |  |                      | 1,110,140 
|                                                                                                  |  |                      |           
|Balance, March 31, 2013                                                                           |  | $                    | 1,928,457 
|                                                                                                  |  |                      |           
|Total loss for the period included in earnings relating to the liabilities held at March 31, 2013 |  | $                    | (1,110,140



Level 3 Liabilities were comprised of our
bifurcated convertible debt features on our convertible notes.





15







SOLAR WIND ENERGY TOWER, INC.

(f/k/a Clean Wind Energy Tower, Inc.)

(a development stage company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

MARCH 31, 2013

(unaudited)



NOTE 11 – SUBSEQUENT EVENTS



Subsequent issuances of common stock



In April 2013, the Company issued an aggregate
of 4,424,623 shares of common stock for services rendered of $107,231.



In April 2013, the Company issued 1,821,429
shares of common stock in settlement of $12,750 outstanding notes payable.



In May 2013, the Company issued 83,590
shares of common stock for payment for services rendered of $1,898.



Subsequent financing



On March 25, 2013, the Company entered
into a Securities Purchase Agreement with Asher Enterprises, Inc. ("Asher"), for the sale of an 8% convertible note in
the principal amount of $32,500 (the "Note"). The financing closed on April 1, 2013. The total net proceeds the Company
received from this Offering was $30,000.



The Note bears interest at the rate of
8% per annum. All interest and principal must be repaid on December 27, 2013. The Note is convertible into common stock, at Asher’s
option, at a 42% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period
prior to conversion. In the event the Company prepays the Note in full, the Company is required to pay off all principal, interest
and any other amounts owing multiplied by (i) 120% if prepaid during the period commencing on the closing date through 30 days
thereafter, (ii) 125% if prepaid 31 days following the closing through 60 days following the closing, (iii) 130% if prepaid 61
days following the closing through 90 days following the closing and (iv) 135% if prepaid 91 days following the closing through
120 days following the closing. (v) 140% if prepaid 121 days following the closing through 150 days following the closing, (vi)
150% if prepaid 121 days following the closing through 180 days following the closing. After the expiration of 180 days following
the date of the Note, the Company has no right of prepayment.





16







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



The following discussion and analysis of
the Company’s financial condition and results of operations should be read in conjunction with the accompanying financial
statements and related notes thereto for the quarter ended March 31, 2013, as well as the Company’s consolidated financial
statements and related notes thereto and management’s discussion and analysis of financial condition and results of operations
in the Company’s Form 10-K for the year ended December 31, 2012 filed on April 1, 2013.



Solar Wind Energy Tower, Inc. (f/k/a
Clean Wind Energy Tower, Inc.) (the “Company,” “we,” “our,” “us”), formerly
known as Superior Silver Mines, Inc., was incorporated in the State of Idaho on January 22, 1962 as Superior Mines Company and
then changed its name to Superior Silver Mines, Inc.  The Company reincorporated as a Nevada corporation on December
27, 2010.  The Company has been dormant for a number of years, and has no known mineral reserves.



On December 29, 2010, Solar Wind Energy
Tower Inc. (f/k/a Clean Wind Energy Tower, Inc.), a Nevada corporation (the “Company” or "Solar Wind"),
completed a reverse merger (the “Merger”) with Solar Wind Energy, Inc. (f/k/a Clean Wind Energy, Inc), a corporation
formed under the laws of the State of Delaware on July 26, 2010 (“Solar Wind - Subsidiary”).  In connection
with the Merger, the Company issued to the stockholders of Solar Wind - Subsidiary in exchange for their Solar Wind - Subsidiary
Common Stock, the right to receive an aggregate of 300,000,000 shares of the Company’s Common Stock.  As a result
of the reverse merger, Solar Wind - Subsidiary is now a wholly-owned subsidiary of the Company.



For accounting purposes, Solar Wind - Subsidiary
was the surviving entity. The transaction was accounted for as a recapitalization of Solar Wind - Subsidiary pursuant to which
Solar Wind - Subsidiary was treated as the surviving and continuing entity although the Company is the legal acquirer rather than
a reverse acquisition.  Accordingly, the Company’s historical financial statements are those of Solar Wind - Subsidiary
immediately following the consummation of the reverse merger. Also, going forward the business operations of Solar Wind - Subsidiary
will become the Company’s principal business operations.



The Company plans to design, develop, and
construct large downdraft towers that use benevolent, non-toxic natural elements to generate electricity and clean water economically
(“Downdraft Towers”) by integrating and synthesizing numerous proven as well as emerging technologies. In addition
to constructing Downdraft Towers in the United States and abroad, the Company intends to be prepared to establish partnerships
at home and abroad to propagate these systems and meet increasing global demand for clean water and electricity



On January 21, 2011, the Company changed
its name to Clean Wind Energy Tower, Inc. and on March 11, 2013, changed its name to Solar Wind Energy Tower Inc.  along with
its wholly-owned subsidiary, a corporation formed under the laws of the State of Delaware, which changed its name from Clean Wind
Energy, Inc. to Solar Wind Energy, Inc. In addition, effective January 24, 2011, the Company’s quotation symbol on the Over-the-Counter
Bulletin Board was changed from SSVM.OB to CWET.OB and on March 11, 2013, in conjunction with our name change, the Company’s
quotation symbol on the Over-the-Counter Bulletin Board was changed from CWET.OB to SWET.OB.



Forward Looking Statements



This report may contain “forward-looking
statements,” which represent the Company’s expectations or beliefs, including, but not limited to, statements concerning
industry performance and the Company’s results, operations, performance, financial condition, plans, growth and strategies,
which include, without limitation, statements preceded or followed by or that include the words “may,” “will,”
“expect,” “anticipate,” “intend,” “could,” “estimate,” or “continue”
or the negative or other variations thereof or comparable terminology. Any statements contained in this report or the information
incorporated by reference that are not statements of historical fact may be deemed to be forward-looking statements.





17







These statements by their nature involve
substantial risks and uncertainties, some of which are beyond the Company’s control, and actual results may differ materially
depending on a variety of important factors, including those risk factors discussed under “Trends, Risks and Uncertainties”,
many of which are also beyond the Company’s control. You should not place undue reliance on these forward-looking statements,
which speak only as of the date of this report. The Company does not undertake any obligation to update or release any revisions
to these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence
of unanticipated events, except to the extent such updates and/or revisions are required by applicable law.



Critical Accounting Policies and
Estimates



Financial Reporting Release No. 60, published
by the SEC, recommends that all companies include a discussion of critical accounting policies used in the preparation of their
financial statements. While all these significant accounting policies impact our consolidated financial condition and results of
operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the
most significant impact on our consolidated financial statements and require management to use a greater degree of judgment and
estimates. Actual results may differ from those estimates.



We believe that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect
on our consolidated results of operations, financial position or liquidity for the periods presented in this report.



General



The Company’s Consolidated Financial
Statements are prepared in accordance with U.S. generally accepted accounting principles, which require management to make estimates,
judgments and assumptions that affect the reported amounts of assets, liabilities, net revenue, if any, and expenses, and the disclosure
of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions
that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other sources. Senior management has discussed the development,
selection and disclosure of these estimates with the Board of Directors. Management believes that the accounting estimates employed
and the resulting balances are reasonable; however, actual results may differ from these estimates under different assumptions
or conditions. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions
about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used,
or if changes in the estimate that are reasonably possible could materially impact the consolidated financial statements. Management
believes the following critical accounting policies reflect the significant estimates and assumptions used in the preparation of
the Consolidated Financial Statements.



Development stage entity



The Company is considered to be a development
stage entity, as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
Topic 915.  For the period from July 26, 2010 (date of inception) through March 31, 2013, the Company has not generated
any revenues to date, has no significant assets and has incurred losses since inception from developing its business and planned
operations. Consequently, its operations are subject to all the risks inherent in the establishment of a new business enterprise.



Revenue Recognition



The Company has generated no revenues to
date. It is the Company’s policy that revenue from product sales or services will be recognized in accordance with ASC 605
“Revenue Recognition”. Four basic criteria must be met before revenue can be recognized: (1) persuasive evidence
of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability
is reasonably assured.





18







Determination of criteria (3) and
(4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered
and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances,
and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for
which the product was not delivered or is subject to refund until such time that the Company and the customer jointly determine
that the product has been delivered or no refund will be required. The Company did not have any revenue during the period ended
September 30, 2012.



Fair Value of Financial Instruments



The Company adopted the provisions under
FASB for Fair Value Measurements, which define fair value for accounting purposes, establishes a framework for measuring fair value
and expands disclosure requirements regarding fair value measurements. The Company’s adoption of these provisions did not
have a material impact on its consolidated financial statements. Fair value is defined as an exit price, which is the price that
would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants
at the measurement date. The degree of judgment utilized in measuring the fair value of assets and liabilities generally correlates
to the level of pricing observability. Financial assets and liabilities with readily available, actively quoted prices or for which
fair value can be measured from actively quoted prices in active markets generally have more pricing observability and require
less judgment in measuring fair value. Conversely, financial assets and liabilities that are rarely traded or not quoted have less
price observability and are generally measured at fair value using valuation models that require more judgment. These valuation
techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency
of the asset, liability or market and the nature of the asset or liability. The Company has categorized its financial assets and
liabilities measured at fair value into a three-level hierarchy in accordance with these provisions.



In January 2010 the FASB issued Update
No. 2010-05 “Compensation—Stock Compensation—Escrowed Share Arrangements and Presumption of Compensation”
(“2010-05”). 2010-05 re-asserts that the Staff of the Securities Exchange Commission (the “SEC Staff”)
has stated the presumption that for certain shareholders escrowed share represent a compensatory arrangement. 2010-05 further clarifies
the criteria required to be met to establish a position different from the SEC Staff’s position. The Company does not believe
this pronouncement to have any material impact on its financial position, results of operations or cash flows.



Accounting for Derivatives



In 2012 and 2013, we issued convertible
notes payable that contained certain conversion features which we identified as embedded derivatives. Therefore, in accordance
with ASC 815-40, we reclassified the fair value of the conversion feature from equity to a liability at the date of issuance.  Subsequent
to the initial issuance date, we are required to adjust to fair value the derivative as an adjustment to current period operations.



New Accounting Pronouncements



There are various updates recently issued,
most of which represented technical corrections to the accounting literature or application to specific industries and are not
expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.



RESULTS OF OPERATIONS



Three months ended March 31, 2013 as compared to three
months ended March 31, 2012



Revenue



The Company has not generated revenue since inception.





19







Operating Expenses



Research and development



During the three months ended March 31,
2013, research and development costs were $13,893 compared to $15,083 for the same period last year. The Company's expenditures
for research and development is dependent on available resources and future expenditures are expected to increase with additional
financing.



Selling, general and administrative



During the three months ended March 31,
2013, selling, general and administrative expenses were $395,129 as compared to $493,270 for the same period last year, a 20% decrease.
The primary decrease is due to non-cash stock based compensation issued for services of $297,928 for the three months ended March
31, 2012 as compared to $115,824 for the three months ended March 31, 2013.



Depreciation



Depreciation expense for the three months
ended March 31,2013 was $1,120 as compared to $1,120 for the same period last year.



Other income (expense)



Interest expense



Interest expense for the three months ended
March 31, 2013 was $255,800 compared to $302,722 for the same period last year. In the current period, we incurred $136,560 non-cash
debt discount amortization and $94,805 in non-cash interest expense on issued convertible debt as compared to $57,778 and nil,
respectively for the same period last year.



(Loss) gain on change in fair value
of derivative liabilities



During 2012 and 2013, we issued convertible
promissory notes with an embedded derivative, all requiring us to fair value the derivatives each reporting period and mark to
market as a non-cash adjustment to our current period operations.  This resulted in a net loss of $1,110,141 and a gain
of $27,908 on change in fair value of derivative liabilities for the three months ended March 31, 2013 and 2012, respectively.



Liquidity and Capital Resources



We have financed our operations since inception
primarily through private offerings of our equity securities and issuance of convertible notes.



Working Capital



Our working capital deficit increased by
$1,424,771 during the three months ended March 31, 2013 from a working capital deficit (current liabilities in excess of current
assets) of $1,736,352 at December 31, 2012 to a working capital deficit of $3,161,123 at March 31, 2013. The increase in working
capital deficit for the three months ended March 31, 2013 is due to a combination of reasons, of which the significant factors
include:



| | ● | Cash had a net increase from working capital by $11,608 for the three months ended March 31, 2013. The most significant uses and proceeds of cash were:
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | Approximately $252,000 of cash consumed in operating activities;                                               
| | - | ---------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                
| | o | Proceeds of $189,000 from issuance of Private Placement Memorandum Subscription for the Company’s Common stock;
| |   |                                                                                                                
| | o | Proceeds  of $75,000 from issuance of notes payable                                                            





20







Total current assets of $25,369 and $13,761
as of March 31, 2013 and December 31, 2012, respectively, cash represented all.



Proceeds from issuance of note payable



During the three months ended March 31,
2013, the Company received net proceeds of $75,000 from issuance of notes payable.



Proceeds from the issuance of convertible promissory note



During the three months ended March 31,
2013, the Company received a net amount of $189,000 from the issuance of Convertible Promissory Notes.



Cashflow analysis



Cash used in operations was $252,392 during
the three month period ended March 31, 2013. During the three month period ended March 31, 2013, our primary capital needs were
for operating expenses, including funds to support our business strategy, which primarily includes working capital necessary to
fund operations and reducing our account payables.



We did not utilize cash for investing activities.



Cash provided from financing activities
was a total net proceeds of $264,000 from the issuance of Convertible Notes Payable and Convertible Promissory Notes.



The accompanying unaudited condensed consolidated
financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America,
which contemplate continuation of the Company as a going concern. The Company has reported a net loss from operations of $1,776,082
for the three month period ended March 31, 2013, accumulated deficit of $8,240,916 and total current liabilities in excess of current
assets of $3,161,123 as of March 31, 2013.



The Company is in a development stage and
does not have any revenues from operations and will be dependent on funds raise to satisfy its ongoing capital requirements for
at least the next 12 months. The Company will require additional financing in order to execute its operating plan and continue
as a going concern. The Company cannot predict whether this additional financing will be in the form of equity or debt, or be in
another form. The Company may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or
at all. In any of these events, the Company may be unable to implement its current plans for expansion or respond to competitive
pressures, any of these circumstances would have a material adverse effect on its business, prospects, financial condition and
results of operations.



Management expects that global economic
conditions will continue to present a challenging operating environment through 2013. To the extent permitted by working capital
resources, management intends to continue making targeted investments in strategic operating and growth initiatives. Working capital
management will continue to be a high priority for 2013.





21







While we have been able to manage our working
capital needs with the current credit facilities, additional financing is required in order to meet our current and projected cash
flow requirements from operations. We cannot predict whether this new financing will be in the form of equity or debt. We may not
be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. Additional investments are
being sought, but we cannot guarantee that we will be able to obtain such investments.



Financing transactions may include the
issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of
our common stock and the downturn in the U.S. stock and debt markets could make it more difficult to obtain financing through the
issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected
costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force
us to seek alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional
dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common
stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations.



Inflation



We do not believe that inflation has had
a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant
inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure
to do so could adversely affect our business, financial condition and results of operations.



Off-Balance sheet Arrangements



We do not maintain off-balance sheet arrangements
nor do we participate in any non-exchange traded contracts requiring fair value accounting treatment.



Number of Employees



As of March 31, 2013, the Company had 3
full time employees.



Disclosure of Contractual Obligations



The Company does not have any significant
contractual obligations which could negatively impact our results of operations and financial condition.



Item
3.Quantative and Qualitative Disclosures
About Material Risk



As a smaller reporting company, we are
not required to include disclosure under this item.



Item
4.Controls and Procedures.



As of March 31, 2013, the Company performed
an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal Accounting Officer), of the effectiveness of the design and operation
of its disclosure controls and procedures as defined in Rules 13a - 15(e) or 15d - 15(e) promulgated under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). Based on that evaluation and due to the lack of segregation of duties
and failure to implement accounting controls, our principal executive officer and principal financial officer concluded that our
disclosure controls and procedures were not effective as of the end of the period covered by this report.





22







The reason for the ineffectiveness of our
disclosure controls and procedures was the result of having a limited number of employees and not having proper segregation of
duties based on the cost benefit of hiring additional employees solely to address the segregation of duties issue. We compensate
for the lack of segregation of duties by employing close involvement of management in day-to-day operations.



Limitations on Effectiveness of Controls
and Procedures



Our management, including our Chief Executive
Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), does not expect that our disclosure
controls and procedures will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but
are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of the control.



The design of any system of controls also
is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because
of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent
limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



Remediation of Material Weaknesses in
Internal Control over Financial Reporting



As a small business, without a viable business
and revenues, the Company does not have the resources to install a dedicated staff with deep expertise in all facets of SEC disclosure
and GAAP compliance. As is the case with many small businesses, the Company will continue to work with its external consultants
and attorneys as it relates to new accounting principles and changes to SEC disclosure requirements. The Company has found that
this approach worked well in the past and believes it to be the most cost effective solution available for the foreseeable future.



The Company will conduct a review of existing
sign-off and review procedures as well as document control protocols for critical accounting spreadsheets. The Company will also
increase management's review of key financial documents and records.



As a small business, the Company does not
have the resources to fund sufficient staff to ensure a complete segregation of responsibilities within the accounting function.
However, Company management does review, and will increase the review of, financial statements on a monthly basis.  These
actions, in addition to the improvements identified above, will minimize any risk of a potential material misstatement occurring.



Changes in Internal Controls



During the fiscal quarter ended March 31,
2013, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably
likely to materially affect our internal controls over financial reporting.





23







Item
1.Legal Proceedings.



Hanover Holdings I, LLC vs Solar Wind Energy Tower Inc.(f/k/a
Clean Wind Energy Tower, Inc.)



On December 27, 2012, we were served with
a Complaint in the matter of Hanover Holdings I, LLC filed with the Supreme Court of the State of New York, stipulating that Solar
Wind Energy Tower Inc. (f/k/a Clean Wind Energy Tower, Inc.) has yet to pay the remaining outstanding balance, related interest
and penalties, as described in a convertible promissory note issued by Solar Wind Energy Tower Inc. (f/k/a Clean Wind Energy Tower,
Inc.) to the benefit of Hanover Holdings I, LLC. on February 29, 2012 and has failed to honor a notice of conversion issued by
Hanover Holdings I, LLC on or about September 7, 2012. Total claim amount is for $122,985. The Company does not believe any additional
payments are due to Hanover Holdings I, LLC and will vigorously defend its position.



The Company is subject to legal proceedings
and claims from time to time, which arise in the ordinary course of its business. Although occasional adverse decisions or settlements
may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial
position, results of operations or liquidity.



Item
1A.Risk Factors.



The Company’s results of operations,
financial condition and cash flows can be adversely affected by various risks. These risks include, but are not limited to, the
principal factors listed below and the other matters set forth in this quarterly report on Form 10-Q. You should carefully consider
all of these risks.



The Company has a history of operating
losses and an accumulated deficit and expects to continue to incur losses for the foreseeable future.



Since inception through March 31, 2013,
the Company has incurred cumulative losses of $8,240,916 and has never generated enough funds through operations to support its
business. The Company has a limited operating history and has primarily engaged in operations relating to the development of its
business plan.  Additional capital may be required in order to provide working capital requirements for the next twelve
months.



Our independent auditors have expressed
substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.



In their report dated April 1, 2013, our
independent auditors stated that our financial statements for the year ended December 31, 2012 were prepared assuming that we would
continue as a going concern, and that they have substantial doubt about our ability to continue as a going concern. Our auditors’
doubts are based on our net losses and deficits in cash flows. We continue to experience net operating losses since the Company
is still in a development stage. Our ability to continue as a going concern is subject to our ability to generate a profit and/or
obtain necessary funding from outside sources, including by the sale of our securities, or obtaining loans from financial institutions,
where possible. Our continued net operating losses and our auditors’ doubts increase the difficulty of our meeting such goals.
If we are not successful in raising sufficient additional capital, we may not be able to continue as a going concern and our stockholders
may lose their entire investment.



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



During the three months ended March 31,
2013, the Company issued an aggregate of 281,553 shares of common stock for services rendered of $5,596.



Item
3.Defaults Upon Senior Securities.



None.



Item
4. Mine Safety Disclosures



Not applicable.



Item
5. Other Information.



None.





24







Item
6. Exhibits.



|Exhibit |  | Description                                                                                                                                                                        
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                                    
|2.1     |  | Agreement and Plan of Merger, dated as of December 29, 2010, by and among Superior Silver Mines, Inc., Superior Silver Mines Acquisition Corp., and Clean Wind Energy, Inc. (1)    
|2.2     |  | Plan of Domestication of Superior Silver Mines, Inc., dated December 21, 2010 (1)                                                                                                  
|2.3     |  | Nevada Articles of Domestication of Superior Silver Mines, Inc., dated December 27, 2010 (1)                                                                                       
|2.4     |  | Idaho Statement of Domestication of Superior Silver Mines, Inc., dated December 22, 2010 (1)                                                                                       
|2.5     |  | Articles of Merger by and between Clean Wind Energy Tower, Inc. and Superior Silver Mines, Inc. (2)                                                                                
|3.1     |  | Articles of Incorporation of Clean Wind Energy Tower, Inc. (1)                                                                                                                     
|3.2     |  | Amended Bylaws of Clean Wind Energy Tower, Inc. (3)                                                                                                                                
|4.1     |  | Form of Common Stock Certificate (4)                                                                                                                                               
|10.1    |  | Letter Agreement between Clean Wind Energy, Inc. and Source Capital Group, Inc., dated November 22, 2010 (1)                                                                       
|10.2    |  | Deed of Lease, dated December 1, 2010, by and between CKP One, LLC and Clean Wind Energy, Inc. (1)                                                                                 
|10.3    |  | Lease Agreement, dated October 20, 2010, and effective November 1, 2010, by and between Office Suites PLUS at Annapolis and Clean Wind Energy, Inc. (1)                            
|10.4    |  | Director and Executive Employment Agreement, dated September 22, 2010, by and between Clean Wind Energy, Inc. and Ronald Pickett, and Amendment dated November 22, 2010 (1)        
|10.5    |  | Director and Executive Employment Agreement, dated September 22, 2010, by and between Clean Wind Energy, Inc. and Stephen Sadle, and Amendment dated November 22, 2010 (1)         
|10.6    |  | Director and Executive Employment Agreement, dated September 22, 2010, by and between Clean Wind Energy, Inc. and Robert Crabb, and Amendment dated November 22, 2010 (1)          
|10.7    |  | Executive Employment Agreement, dated September 22, 2010, by and between Clean Wind Energy, Inc. and John W. Hanback, and Amendment dated November 22, 2010 (1)                    
|10.8    |  | Executive Employment Agreement, dated September 22, 2010, by and between Clean Wind Energy, Inc. and Itzhak Tepper, PE, and Amendment dated November 22, 2010 (1)                  
|10.9    |  | Executive Employment Agreement, dated September 22, 2010, by and between Clean Wind Energy, Inc. and Ownkar Persaud, and Amendment dated November 22, 2010 (1)                     
|10.10   |  | Form of Director and Officer Indemnification Agreement (4)                                                                                                                         
|14.1    |  | Code of Business Conduct and Ethics                                                                                                                                                
|21.1    |  | Subsidiaries of the Registrant (4)                                                                                                                                                 
|31.1    |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of
    Ronald W. Pickett (President/Chief Executive Officer)                                               
|31.2    |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of
    Ronald W. Pickett (Chief Financial Officer)                                                         
|32.1    |  | Certification of Ronald W. Pickett (President/Chief Executive Officer)
    pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|32.2    |  | Certification of Ronald W. Pickett (Chief Financial Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002              
|99.1    |  | Temporary Hardship Exemption                                                                                                                                                       
|101.INS |  | XBRL Instance Document*                                                                                                                                                            
|101.SCH |  | XBRL Schema Document*                                                                                                                                                              
|101.CAL |  | XBRL Calculation Linkbase Document*                                                                                                                                                
|101.LAB |  | XBRL Label Linkbase Document*                                                                                                                                                      
|101.PRE |  | XBRL Presentation Linkbase Document*                                                                                                                                               
|101.DEF |  | XBRL Definition Linkbase Document*                                                                                                                                                 



_______

* To be furnished by
amendment per Temporary Hardship Exemption under Regulation S-T.



|(1) |  | Filed with the registrant's Form 8-K filed with the Securities and Exchange Commission on December 30, 2010 and incorporated herein by reference.                                   
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) |  | Filed with the registrant's Form 8-K filed with the Securities and Exchange Commission on January 21, 2011 and incorporated herein by reference.                                    
|(3) |  | Filed with the registrant's Form 8-K filed with the Securities and Exchange Commission on December 28, 2010 and incorporated herein by reference.                                   
|(4) |  | Filed with the registrant's Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission on April 12, 2011 and incorporated herein by reference.





25







SIGNATURES



In accordance with the requirements of
the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                   | Clean Wind Energy Tower, Inc.
        Registrant |                                                                                                     
|------------------ | ------------------------------------------------ | ----------------------------------------------------------------------------------------------------
|                   |                                                  |                                                                                                     
|Date: May 13, 2013 | By:                                              | /s/ Ronald Pickett                                                                                  
|                   |                                                  | Ronald Pickett                                                                                      
|                   |                                                  | Chief Executive Officer (Principal Executive Officer) and Principal Accounting and Financial Officer







26