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**UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-KSB
                     FOR THE FISCAL YEAR ENDED JUNE 30, 2002

                          COMMISSION FILE No. 000-27629

                          GENERAL FORM FOR REGISTRATION
                     OF SECURITIES OF SMALL BUSINESS ISSUERS**
        Under Section 12(b) or (g) of The Securities Exchange Act of 1934
                         Clean Water Technologies, Inc.
                               (formely known as)
                                Nu Electric Corp.
                 (Name of Small Business Issuer in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   23-2426437
                     (I. R. S. Employer Identification No.)

            2716 St. Andrews Blvd. Suite 200 Tarpon Springs, FL 34688
               (Address of principal executive offices) (Zip Code)

                                  (727)942-8938
                           (Issuer's telephone number)

     Securities to be registered pursuant to Section 12(b) of the Act: None

 Securities to be registered pursuant to Section 12(g) of the Act: Common Stock

                                       1
**TABLE OF CONTENTS**

Part I
Item 1.  Description of Business...............................................2

Item 2.  Plan of Operation.....................................................6

Item 3.  Description of Property...............................................6

Item 4.  Security Ownership of Certain Beneficial
         Owners and Management.................................................7

Item 5.  Directors, Executive Officers, Promoters
         and Control Persons...................................................8

Item 6.  Executive Compensation................................................9

Item 7.  Certain Relationships and Related Transactions........................9

Item 8.  Description of Securities.............................................9

Item 9.  Management's Discussion and Analysis.................................10

Part II
Item 1.  Market Price of and Dividends on the Registrant's
         Common Equity and Other Shareholder Matters..........................11
..
Item 2.  Legal Proceedings....................................................12

Item 3.  Changes in and Disagreements with Accountants........................12

Item 4.  Recent Sales of Unregistered Securities..............................12

Item 5.  Indemnification of Directors and Officers............................13

Part F/S
Financial Statements..........................................................15

Part III
Item 1.  Index to Exhibits....................................................16

Item 2.  Description of Exhibits..............................................16

Signatures....................................................................17

                                       2

THIS REGISTRATION STATEMENT CONTAINS CERTAIN FORWARD LOOKING STATEMENTS WITHIN
THE MEANING OF THE PRIVATE SECURITIES REFORM ACT OF 1995. THE REGISTRANT INTENDS
THAT SUCH FORWARD LOOKING STATEMENTS BE SUBJECT TO THE SAFE HARBORS CREATED
THEREBY. THESE FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS REGARDING (I) THE
REGISTRANT'S RESEARCH AND DEVELOPMENT PLANS, MARKETING PLANS, CAPITAL AND
OPERATIONS EXPENDITURES, AND RESULTS OF OPERATIONS; (II) POTENTIAL FINANCING
ARRANGEMENTS; (III) POTENTIAL UTILITY AND ACCEPTANCE OF THE REGISTRANT'S
EXISTING AND PROPOSED PRODUCTS; AND (IV) THE NEED FOR, AND AVAILABILITY OF,
ADDITIONAL FINANCING.

THE FORWARD LOOKING STATEMENTS INCLUDED HEREIN ARE BASED ON CURRENT EXPECTATIONS
AND INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES. THESE FORWARD LOOKING
STATEMENTS ARE BASED ON ASSUMPTIONS REGARDING THE REGISTRANT'S BUSINESS AND
TECHNOLOGY WHICH INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE
SCIENTIFIC, ECONOMIC, REGULATORY AND COMPETITIVE CONDITIONS, AND FUTURE BUSINESS
DECISIONS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND
MANY OF WHICH ARE BEYOND THE CONTROL OF THE REGISTRANT. ALTHOUGH THE REGISTRANT
BELIEVES THAT THE ASSUMPTIONS UNDERLYING THE FORWARD LOOKING STATEMENTS ARE
REASONABLE, ANY OF THE ASSUMPTIONS COULD PROVE INACCURATE AND, THEREFORE, ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE SET FORTH IN THE FORWARD LOOKING
STATEMENTS. IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES INHERENT IN THE FORWARD
LOOKING INFORMATION CONTAINED HEREIN, THE INCLUSION OF SUCH INFORMATION SHOULD
NOT BE REGARDED AS ANY REPRESENTATION BY THE REGISTRANT OR ANY OTHER PERSON THAT
THE OBJECTIVES OR PLANS OF THE REGISTRANT WILL BE ACHIEVED.

References in this registration statement to "We," "Us," or the "Company" refer
to Clean Water Technologies,Inc., as well as their subsidiaries and predecessors.

                                     PART I

**Item 1. Description of Business.**

(a)      Business Development.
         We were incorporated as Escalator, Inc. under the General Corporation
         Laws of the State of Delaware on April 17, 1986. On June 3, 1986, Lone
         Pine Resources, Inc. was merged with our Company through a reverse
         merger whereby the shareholders of Lone Pine Resources, Inc. received
         an equal number of shares in Escalator, Inc. Lone Pine Resources, Inc.
         was incorporated under the laws of Utah on June 23, 1983.

         In the past, we conducted operations through our three wholly-owned
         subsidiaries Escalator Securities, Inc. and Escalator Investments, Inc.
         , and Frank Communications Corp., all Pennsylvania corporations.
         Escalator Investments, Inc. was incorporated in the State of
         Pennsylvania on August 15, 1984

                                       3

         and conducted financial planning activities through approximately 1992
         as a Registered Investment Advisor under the Investment Advisors Act of
         1940. Since 1992, Escalator Investments, Inc. has had no operations.

         Escalator Securities, Inc. was incorporated in the State of
         Pennsylvania on August 22, 1985, and conducted business as a registered
         broker-dealer under the Securities Exchange Act of 1934 and the
         Pennsylvania Securities Act of 1972 until 1997. On December 31, 1997,
         Escalator Securities, Inc. was closed by the National Association of
         Securities Dealers. Since this date, Escalator Securities, Inc. has had
         no operations.

         On July of 1990, we acquired Frank Communications Corp., a Pennsylvania
         corporation incorporated on May 30, 1989, which was in the business of
         financial public relations. In consideration of this acquisition, we
         paid $1,000. Frank Communications Corp. has no operations.

         On June 30, 1997, we transferred our holdings in Escalator Securities,
         Inc. to Escalator Investments, Inc. pursuant to the terms of an
         Agreement and Plan of Spinoff. The shareholders of Escalator, Inc.
         received all of the outstanding stock of Escalator Investments, Inc.,
         and Escalator Securities, Inc., which then ceased being our
         wholly-owned subsidiaries.

         On April 22, 1998, we changed our name to Nu Electric Corporation. On
         June 30, 1999, we acquired Clean Water Technologies, Inc. (hereinafter
         "Clean Water"), a Florida limited liability company, through an
         agreement and plan of merger whereby all of the outstanding and issued
         shares of Clean Water were exchanged for shares of Nu Electric.
         Pursuant to this agreement, we acquired all of the assets of the
         business of Clean Water. On September 21, 2000, we acquired Zorax, Inc.
         (hereinafter "Zorax"), a Florida corporation, through an agreement and
         plan of merger whereby all of the issued and outstanding shares of
         Zorax were exchanged for shares of Nu Electric. Pursuant to this
         agreement, we acquired all of the assets of Zorax.

         On April 2,2002, we changed our name to Clean Water Technologies, Inc.
         We have not been a party to any bankruptcy, receivership or similar
         proceeding. We have not been involved in any material reclassification,
         merger, consolidation, or purchase or sale of a significant amount of
         assets not in the ordinary course of business.

(b)      Business of Issuer.
         (1)      Principal products or services and their markets.
                  We currently have no products or services. We plan to focus
                  our efforts on sub-licensing environmentally friendly
                  technology developed by third parties. We recieved our first
                  royalty payment on January 7,2002.

                  We have sub-licensed our Clean Water technology to Element 33,
                  LLC. We plan to sub-license our Zorax technology in the future.

                  We plan to obtain royalty fees on the use of the licensed
                  technology. There can be no assurance that, if we obtain
                  licenses to environmentally friendly technologies, we will be
                  able to locate entities with the requisite knowledge and
                  experience to arrange application of such technology. Further,
                  there is no guarantee that if located, we will be able to
                  enter into licensing agreements with favorable terms, if

                                        4

                  at all. If we are unable to acquire rights to technology or
                  sub-license such technology to qualified entities, if
                  obtained, it may have a materially adverse effect on our
                  business and operations.

                  In our acquisition of Clean Water, we acquired a license to
                  a technology related to the removal of arsenic from water
                  ("arsenic technology"). We have sublicensed this arsenic
                  technology to Element 33,LLC. Patent approval for the
                  arsenic technology was received on March 28, 2000 from the
                  U.S. Patent Office.

                  In our acquistion of Zorax, we acquired a license to a
                  technology related to the extraction of cryptosporidium and
                  giardia from water. We have not sub-licensed this technology.
                  A patent has been applied for by the owner of the technology,
                  Johns Hopkins University.

         (2)      Distribution methods of the products or services.
                  We have no products or services to be distributed. As of the
                  date of this annual report, we have no plans for
                  distribution of any products or services that we may develop
                  in the future.

         (3)      Status of any publicly announced new product or service.
                  We currently have no new products or services that have been
                  publicly announced.

         (4)      Competitive business conditions and the small business
                  issuer's competitive position in the industry and methods of
                  competition.
                  In our search for technology and qualified parties to apply
                  such technology, we will compete with entities having
                  significantly greater financial and other resources than that
                  of the company. There can be no assurance that we will be able
                  to compete effectively with such entities. Further, we will
                  compete with our own potential sub-licensees for the location
                  and acquisition of environmentally friendly technologies. Our
                  failure to effectively compete with such entities could have a
                  materially adverse effect on our business and operations.

         (5)      Sources and availability of raw materials and the names of
                  principal suppliers.
                  We have no arrangements for raw materials or suppliers.

         (6)      Dependence on one or a few major customers.
                  We have no customers.

         (7)      Intellectual Property.
                  Through our acquisition of Clean Water, we acquired an
                  exclusive license for a process to remove arsenic from
                  drinking water. More specifically, the technology is a method
                  of removing arsenic species from an aqueous liquid using
                  modified zeolite materials. This agreement is for a period of
                  the longer of twenty years or the patent expiration. Although
                  we are the exclusive licensee of this technology, the owners
                  of the technology are permitted by the agreement to infringe
                  upon our

                                       5

                  exclusive rights in the case of our insolvency, bankruptcy,
                  dissolution, breach or similar occurrence. In addition, we are
                  required to carry product liability insurance coverage in an
                  amount sufficient to cover claims arising from the use of the
                  Clean Water technology.

                  In consideration for this exclusive license, Clean Water paid
                  seven-hundred thousand (700,000) shares of their common stock
                  as the initial license fee for this technology. Further, we
                  must pay two percent (2%) of revenues earned from the use of
                  this technology. This percentage is subject to the following
                  minimum royalty schedule:

                        First 24 months                                 $0
                        End of year three                               $5,000
                        End of year four                                $6,000
                        End of year five                                $7,200
                        End of year six                                 $8,640
                        End of year seven and each year thereafter      $10,368

                  As of the date of this registration statement, we currently
                  have no trademarks, franchises, concessions or labor
                  contracts.

                  Through our acquisition of Zorax, we acquired an exclusive
                  license for a process to extract cryptosporidium and giardia
                  from water. This agreement is for a  period up to the patent
                  expiration. In consideration for this license, Zorax  paid an
                  advance fee of $15,000, and agreed to pay royalties of two
                  point five percent (2.5%) of revenues annually, subject to the
                  following minimum royalty  schedule:

                        3rd anniversary                 $3,000
                        4th anniversary                 $3,500
                        5th anniversary                 $4,000
                        6th anniversary                 $4,500
                        7th anniversary
                            and each anniversary
                            thereafter until the
                            end of patent life.         $5,000

         (8)      Need for any government approval of principal products or
                  services. We are not in need of governmental approval, as we
                  have no products or services.

         (9)      Effect of existing or probable governmental regulations on the
                  business. Although we have no operations which are currently
                  affected by governmental regulation, we feel that the
                  following may be of importance, if we attempt to utilize our
                  license for the technology to remove arsenic from water.

                  Environmental Protection Agency ("EPA") established the
                  current maximum contaminant level (MCL) for arsenic, 50
                  micrograms per liter (ug/L) or parts per billion (ppb), in
                  1975. This drinking water standard is based on the standard
                  set by the Public Health Service in 1943.

                  In 1996, Congress established certain requirements the EPA
                  must meet in designating a new standard for arsenic. These
                  requirements have shaped the agency's strategic approach. The
                  EPA will use peer-reviewed health effects research to meet the
                  statutory deadlines, along with studies of treatment,
                  analytical methods, occurrence, and cost-benefits, and will
                  identify affordable small system technologies. Results of
                  focused long-term arsenic research efforts

                                       6

                  will be considered in future reviews of the MCL, which will be
                  evaluated at least every 6 years, as appropriate, as required
                  by the 1996 amendments.

                  New standards on arsenic have been finalized by the EPA. The
                  allowable parts per billion (ppb) level has been lowered to 10
                  ppb, from the previous 50 ppb. These standards will dictate
                  the parameters within which our company may be able to proceed
                  in developing an area of operations.

                  Further, if we are able to acquire other environmentally
                  friendly technologies in the future, of which there can be no
                  assurance, we will likely be affected by regulations similar
                  to those discussed above. Our failure to develop awareness on
                  all regulations relating to technologies, which we may seek to
                  acquire, could result in obsolescence of licenses obtained by
                  us. Such obsolescence could have a materially adverse effect
                  on our business and operations.

         (10)     Research and Development in the last two fiscal years. As of
                  the date of this registration statement, no amount has been
                  spent on research and development.

         (11)     Costs and effects of compliance with environmental laws. We
                  anticipate that the nature of our business will surround
                  compliance with environmental laws. We plan to acquire
                  technology based on compliance with the environmental law
                  standards. Since these standards will likely change regularly
                  in the future, we will incur expenses in seeking technology
                  which compliments such standards. Our failure to acquire
                  technologies, which comply with environmental law regulations,
                  could have a materially adverse effect on our operations.

         (12)     Number of total employees and number of full time employees.
                  We currently have two total and full-time employees. There
                  are no employment or collective bargaining agreements in
                  place.

**Item 2. Plan of Operation.**

We are currently unable to satisfy our cash requirements without the financial
support of our management. We anticipate that we will meet our cash requirements
for the foreseeable future through financial support of our management.
Eventually, we may seek to raise additional funds. We have not yet determined if
or how we plan to obtain these additional funds.

We plan to acquire existing technology, which has already been fully developed.
Consequently, we do not anticipate significant research and development expenses
over the next twelve months. We do not expect to purchase or sell any plant and
significant equipment or make any significant changes in the number of employees
over the next twelve months.

**Item 3. Description of Property.**

Our offices are located at 2716 St. Andrews Blvd. Suite 200 Tarpon Springs, Fl.
34688. The space is owned by the Scalas with no monthly rent charged at this time.
We do not own any significant real or personal property.

                                       7
**Item 4. Security Ownership of Certain Beneficial Owners and Management.**

(a)      Security Ownership of Certain Beneficial Owners

Title of     Name & Address of               Amount & Nature             Percent
Class        Beneficial Owner                   of Ownership               of Class
--------------------------------------------------------------------------------

Common       Howard A. & Laurie C. Scala     2,089,130  Joint Tenancy      36.5%
             2716 St. Andrews Blvd.
             Suite 200
             Tarpon Springs, FL 34688

Common       Howard A. Scala / IRA               8,330  Direct             .001%
             2716 St. Andrews Blvd.
             Suite 200
             Tarpon Springs, FL 34688

Common       Howard A. Scala                     6,000  Direct             .001%
             c/f Matthew G. Scala
             2716 St. Andrews Blvd.
             Suite 200
             Tarpon Springs, FL 34688

Common       Utek Corportation               1,037,957  Direct             18.2%
             202 South Wheeler Street
             Plant City, Florida  33566

(b)      Security Ownership of Management

Title of     Name & Address of               Amount & Nature             Percent
Class        Beneficial Owner                of Ownership               of Class
--------------------------------------------------------------------------------

Common       Howard A. & Laurie C. Scala    2,089,130  Joint Tenancy       36.5%
             2716 St. Andrews Blvd.
             Suite 200
             Tarpon Springs, FL 34688

Common       Howard A. Scala / IRA              8,330  Direct              .001%
             2716 St. Andrews Blvd.
             Suite 200
             Tarpon Springs, FL 34688

                                       8

Common       Howard A. Scala                    6,000  Direct              .001%
             c/f Matthew G. Scala
             2716 St. Andrews Blvd.
             Suite 200
             Tarpon Springs, FL 34688
--------------------------------------------------------------------------------
TOTAL        Howard A. & Laurie C. Scala    2,103,460  shares              36.8%

(c)      Changes in Control.
         There are currently no arrangements which may result in a change of
         control of the Company.

**Item 5. Directors and Executive Officers, Promoters and Control Persons.**

(a)      Officers and Directors.
         The following chart sets forth information on our officers and
         directors:

Name               Age   Title(s)                          Term of Office
--------------------------------------------------------------------------------
Laurie C. Scala    48    President, Secretary/Treasurer,
                         & Director                       July 1, 1998 to present
Howard A.Scala     50    Vice President & Director        July 1, 1998 to present

         Our Bylaws require that we have a minimum of one director. Directors
         are elected at our annual meeting to be held on the second Monday of
         each September or at a time as soon thereafter as is convenient, at a
         time to be fixed by the Board of Directors. Directors shall serve until
         their successors are duly elected or appointed. A vacancy on the Board
         of Directors may be filled by a majority vote of the remaining
         directors.

         Our Bylaws provide for a minimum of the following officers: President,
         Treasurer and Secretary. These officers are to be elected by the Board
         of Directors at the first Board meeting following the annual meeting.
         Other officers may be appointed by the Board at any time, and the Board
         may fill any vacancies.

         Laurie C. Scala is a graduate of Douglas College in Communications
         (B.A. 1975). She began her brokerage career as a registered
         representative of Merrill Lynch, Pierce, Fenner & Smith, Inc. in 1976.
         In 1980, she became a Vice President of Herzfeld & Stern, Inc. In 1982,
         Mrs. Scala assumed a position as Vice President of Thomson McKinnon
         Securities, Inc. In 1984, she left her former position to work at a
         partnership formed with her husband, Howard Scala, providing financial
         planning and brokerage services. Since its formation in 1986, Mrs.
         Scala has worked for the Company. She holds no other directorships in
         any reporting companies.

         Howard A. Scala is a graduate of Syracuse University School of
         Management in Marketing (B.S. 1973). He began his brokerage career as a
         registered representative of Merrill Lynch, Pierce, Fenner & Smith,
         Inc. in 1976. In 1980, he became a Vice President of Herzfeld & Stern,
         Inc. In 1982, Mr. Scala assumed a position as Vice President of Thomson
         McKinnon Securities, Inc. In 1984, he left his former position to work
         at a partnership formed with his wife, Laurie Scala, providing
         financial planning and brokerage services. Since its formation

                                       9

         in 1986, Mr. Scala has worked for the Company. He holds no other
         directorships in any reporting companies.

(b)      Identify Significant Employees.
         We have no persons, not mentioned above, who are expected to make a
         significant contribution to our business.

(c)      Family relationships.
         Laurie and Howard Scala are husband and wife.

(d)      Involvement in certain legal proceedings. As of December 31, 1997,
         the registration of Escalator Securities, Inc.  as a broker-dealer from
         the National Association of Securities Dealers, was revoked, and Howard
         Scala was barred as a broker.

         Other than the aforementioned, we have had no events that occurred
         during the past five years, including bankruptcies, criminal
         convictions or proceedings, court orders or judgments, that are
         material to an evaluation of the ability or integrity of any director,
         person nominated to become a director, executive officer, promoter or
         control person of our Company.

**Item 6. Executive Compensation.**

------------------ ------ ------ ----- ------------ ------------- ----------- ------ ------
Name and Principal Year   Salary Bonus Other Annual Restricted     Securities  LTIP   Other
    Position               ($)   ($)  Compensation  Stock Award(s) Underlying  Payouts ($)
                                          ($)          ($)         Options (#)  ($)
------------------ ------ ------ ----- ------------ ------------- ----------- ------ ------
Laurie & Howard
Scala,              1996      0    0        0               0           0          0      0
President & Vice    1997      0    0        0               0           0          0      0
President           1998      0    0        0        $187,500           0          0      0
respectively        1999      0    0        0        $234,375           0          0      0
                    2000      0    0        0               0           0          0      0
                    2001      0    0        0        $200,000           0          0      0
------------------ ------ ------ ----- ------------ ------------- ----------- ------ ------

**Item 7. Certain Relationships and Related Transactions.**

There have been no transactions during the last two years, or proposed
transactions, to which we were or are a party, in which any of our directors,
executive officers, nominees for such positions, security holders or the
families of such people had a material interest. We are not a subsidiary of any
other company.

**Item 8. Description of Securities.**

Common Stock.
In General. We are authorized to issue 50,000,000 shares of common stock with a
par value of $0.002 each, of which 5,717,855 common shares were outstanding
as of June 30, 2002. All of the issued and outstanding common stock is
fully paid and non-assessable.

Voting. Each share of our common stock entitles the holder thereof to one vote
per share in the election of directors and in all other matters upon which
stockholders are entitled to vote. The holders of shares of common stock do not
have cumulative voting rights, which means that the

                                       10

holders of more than 50% of the outstanding shares voting for the election of
directors can elect all of the directors to be elected, if they so choose. In
such event, the holders of the remaining shares will not be able to elect any of
our directors. As of the date of this registration statement, Howard and Laurie
Scala are the beneficial owners of 2,103,460 voting shares or approximately
36.8% of our outstanding voting stock.

Dividends. Each share of common stock entitles the holder thereof to receive
cash dividends as the Board of Directors may declare from funds legally
available therefor. However, we have not declared any dividends to date and do
not intend to declare any dividend on our common stock in the foreseeable
future.

Rights. There are no preemptive rights with respect to the common stock. Upon
liquidation, dissolution or winding up of the affairs of the Company, and after
payment of creditors, the assets legally available for distribution will be
divided ratably on a share-for-share basis among the holders of the outstanding
shares of common stock.

Preferred Stock.
We are not authorized to issue any preferred stock at this time.

**Item 9. Management's Discussion and Analysis**

The company is considered to be in the development stage, and has generated
revenues of $5,000 in the last two fiscal years. In the past year, we experienced
a loss of $30,132. Management cannot say with certainty when significant revenue
will be received from the company's business.

We are dependent on financial support from the management of the company to meet
our cash requirements. While the company hopes to raise money through the sale
of securities in a public or private offering during the next fiscal year, there
is no guarantee that we will do so.

After acquiring Clean Water Technologies, we signed an agreement with Element
33, LLC to act as our exclusive sublicensee. Pursuant to the contract, the
company is entitled to a royalty of 5% of the gross revenue transacted by
Element 33 along with a minimum royalty payment of at least $6000, up to a
maximum of $10,368. Element 33 has ambitious plans to exploit our arsenic
technology and is in the process of raising money to support their marketing
effort. These royalties commenced with a $5,000 payment in January, 2002.

We signed a letter of intent to acquire Zorax, Inc. on May 1,2000. After
performing due diligence on the company, we agreed to issue 600,000 shares of
restricted common stock to acquire Zorax, on September 21,2000. We continue to
explore the acquisition of environmentally friendly technologies.

                                       11

                                     PART II

**Item 1.  Market Price of and Dividends on the Registrant's Common Equity and
         Related Stockholder Matters.**

(a)      Market information.
         Our common stock is traded on the Over the Counter Bulletin
         Board ("OTCBB") under the symbol CWTI. The following bid quotations
         have been reported for the period beginning January 1, 2000 and ended
         June 30, 2002:
                                                         Bid Quotations
                                                         --------------
         Period                                      High              Low
         ------                                      ----              ----
         Quarter Ended:
         March 31, 2000                              $2 7/16           $13/16
         June 30, 2000                               $2                $1 3/32
         September 30, 2000                          $2 7/8            $1 1/16
         December 31, 2000                           $1 7/8            $23/32

         Quarter Ended:
         March 31, 2001                              $1 5/16           $7/16
         June 30, 2001                               $1 3/4            $3/8

         September 30,2001                           .71               .43
         December 31,2001                            .58               .31
         March 31,2002                               .55               .38
         June 30,2002                                .45               .08

         Such quotations reflect inter-dealer prices, without retail mark-up,
         mark-down or commission. Such quotes are not necessarily representative
         of actual transactions or of the value of our securities, and are in
         all likelihood not based upon any recognized criteria of securities
         valuation as used in the investment banking community.

         The Company has been advised that approximately eleven member firms
         of the NASD are currently acting as market makers for the common stock.
         There is no assurance that an active trading market will develop which
         will provide liquidity for the Company's existing shareholders or for
         persons who may acquire common stock through the exercise of warrants.

(b)      Holders.

                                       12

         As of June 30, 2002, there were approximately 1,246 holders of
         record of our 5,717,855 shares of common stock outstanding. Of these
         shares, 3,588,658 are restricted securities within the meaning of Rule
         144(a)(3) promulgated under the Securities Act of 1933, as amended,
         because such shares were issued and sold by the Company in private
         transactions not involving a public offering. Certain of the shares of
         common stock are held in "street" name and may, therefore, be held by
         several beneficial owners. Our transfer agent is Fidelity Transfer
         Company located at 1800 South West Temple, Suite 301, Box 53, Salt Lake
         City, UT 84115.

         No prediction can be made as to the effect, if any, that future sales
         of shares of common stock or the availability of common stock for
         future sale will have on the market price of the common stock
         prevailing from time-to-time. Sales of substantial amounts of common
         stock on the public market could adversely affect the prevailing market
         price of the common stock.

(c)      Dividends.
         We have not paid a cash dividend on our common stock in the past two
         years. The payment of dividends may be made at the discretion of our
         Board of Directors and will depend upon, among other things, our
         operations, our capital requirements and our overall financial
         condition. As of the date of this registration statement, we have no
         intention to declare dividends.

**Item 2. Legal Proceedings.**

The Company has been the subject of an investigation being conducted by the U.S.
Securities and Exchange Commission pursuant to an order of the Comisssion dated
April 20,2001. The investigation concerns the public disclosures made by the
Company and by unrelated third parties that published reports or other
communications regarding the Company since May,2000, relating to the company's
marketing campaign and its business relationships and prospects, and the
anticipated price of the Company's common stock. The Company has cooperated with
the Commission in its investigation. The Company has recieved no communication
from the Commission regarding the investigation since February,2002. The Company
is cooperating with the Commission, and is unable, at this time, to evaluate the
possible outcome of the investigation, or its impact on the Company.

**Item 3. Changes in and Disagreements with Accountants.**

In August 1998, we retained our current accountants, Acquavella, Chiarelli,
Shuster & Co. We dismissed our previous accountant, Robert DiMarco, because the
firm was understaffed. The dismissal was not due to any unfavorable report or
disagreement. Further, the dismissal was not related to any advice or
recommendations of the accountant. The change was made solely based on the fact
that the Board of Directors felt that a larger firm may better meet the needs of
our Company.

**Item 4. Recent Sales of Unregistered Securities.**

On January 13, 1997 we issued 3,000 shares of our common stock as an employee
bonus. This transaction was made in reliance on the exemption from the
registration requirements provided in section 4(2) of the Securities Act of
1933.

On June 30, 1997, we issued 306,000 shares of our common stock in the conversion
of outstanding 10% convertible bonds. This transaction was made in reliance on
the exemption from the registration requirements provided in section 4(2) of the
Securities Act of 1933.

On March 2, 1998, we issued 3,000 shares of our common stock as an employee
bonus. In addition, we issued 500,000 shares to Howard and Laurie Scala as
compensation for services rendered on the same date. These transactions were
made in reliance on the exemption from the registration requirements provided in
section 4(2) of the Securities Act of 1933.

                                     13

On February 17, 1999, we issued 2,000 shares of our common stock as an employee
bonus. This transaction was made in reliance on the exemption from the
registration requirements provided in section 4(2) of the Securities Act of
1933.

On June 17, 1999 we issued 1,000,000 shares of our common stock as compensation
for services rendered. This transaction was made in reliance on the exemption
from the registration requirements provided in section 4(2) of the Securities
Act of 1933.

On June 30, 1999, we issued 893,000 shares of our common stock pursuant to the
Agreement and Plan of Merger with Clean Water.

On December 30, 1999, we issued 2,000 shares of our common stock as an employee
bonus. This transaction was made in reliance on the exemption from the
registration requirements provided in section 4(2) of the Securities Act of
1933.

On September 29, 2000, we issued 600,000 shares of our common stock pursuant to
the Agreement and Plan of Merger with Zorax.

On December 19, 2000, we issued 2000 shares of our common stock as an employee
bonus. This transaction was made in reliance on the exemption from the
registration requirements provided in section 4(2) of the Securities Act of
1933.

On November 20,2001 we issued 1,000,000 shares of our common stock as
compensation for services rendered. This transaction was made in reliance on the
exemption from the registration requirements provided in section4(2) of the
Securities Act of 1933.

On December 27,2001, we issued 3,000 shares of our common stock as an employee
bonus. This transaction was make in reliance on the exemption from the
registration requirements provided in section 4(2) of the Securities Act of
1933.

**Item 5. Indemnification of Directors and Officers.**

Our Amended and Restated Certificate of Incorporation eliminates the liability
of our directors, officers, and trustees to the fullest extent permitted by
Section 145 of the Delaware General Corporation Law ("DCGL"), as the same may be
amended from time to time.

Section 145(a) of the DGCL provides that a Delaware corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

Section 145(b) of the DGCL provides that a Delaware corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court shall
deem proper.

                                       14

Section 145 of the DGCL further provides that to the extent a director or
officer of a corporation has been successful on the merits or otherwise in the
defense of any action, suit or proceeding referred to in subsections (a) and (b)
of Section 145, or in the defense of any claim, issue, or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith; that indemnification and
advancement of expenses provided by, or granted pursuant to Section 145 shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to his official capacity and as to action in another capacity while holding such
office; that indemnification and advancement of expenses provided by, or granted
pursuant to, Section 145 shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors and administrators of such a
person; and that the corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
corporation against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
such Section 145.

                                       15
**CLEAN WATER TECHNOLOGIES, INC. & SUBSIDIARIES
                               (FORMERLY KNOWN AS)
                     NU ELECTRIC CORPORATION & SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS
                          FOR THE FIFTY-TWO WEEKS ENDED
                         JUNE 28, 2002 AND JUNE 29, 2001

                                TABLE OF CONTENTS**

                                                                            Page
                                                                            ----

Independent Auditor's Report...................................................1

Consolidated Financial Statements:

  Balance Sheets...............................................................2

  Statement of Operations......................................................3

  Statements of Stockholder's Equity...........................................4

  Statements of Cash Flows.....................................................5

  Notes to Financial Statements..............................................6-9

                       To The Stockholders And Directors
               CLEAN WATER TECHNOLOGIES, INC. & SUBSIDIARIES
                              (FORMERLY KNOWN AS)
                   NU ELECTRIC CORPORATION & SUBSIDIARIES
                         Tarpon Springs, Florida 34688

                          **INDEPENDENT AUDITOR'S REPORT**

We have audited the accompanying consolidated balance sheet of Clean Water
Technologies, Inc. & Subsidiaries (formerly known as) Nu Electric Corporation &
Subsidiaries , as of June 28, 2002 and June 29, 2001 and the related
consolidated statements of operations, retained earnings, stockholder's equity
and cash flows for the fifty two weeks then ended. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Clean Water Technologies, Inc.
& Subsidiaries (formerly known as) Nu Electric Corporation & Subsidiaries, as of
June 28, 2002 and June 29, 2001, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.

Iselin, New Jersey
August 6, 2002

                                      F-1

**CLEAN WATER TECHNOLOGIES, INC. & SUBSIDIARIES
                               (FORMERLY KNOWN AS)
                     NU ELECTRIC CORPORATION & SUBSIDIARIES**

                           CONSOLIDATED BALANCE SHEETS

                                                  Fifty-two         Fifty-two
           **A S S E T S**                           Weeks Ended       Weeks Ended
                                                June 28, 2002     June 29, 2001
                                                -------------     -------------
    Cash                                         $   10,616        $   12,450
    Deposits                                            925               925
    Property and equipment (net) (note 2)             3,158             6,318
    License agreement                                15,000            15,000
                                                -------------     -------------
                                                 $   29,699        $   34,693
                                                =============     =============

           **LIABILITIES AND STOCKHOLDERS' EQUITY**

    Due to officer                               $  15,000         $   15,000
    Accrued expenses and other liabilities           7,700             13,700
    Royalty fees payable                             3,875              5,750
                                                -------------     -------------
           Total liabilities                        26,575             34,450
                                                -------------     -------------
Stockholders' equity and deficiency
    Common stock - par value $.001
      Authorized 50,000,000 shares -
       issued and outstanding 5,717,855
       and  4,714,855 respectively                  61,543             61,543
    Additional paid in capital                     811,171            778,158
    Accumulated deficit                           (869,590)          (839,458)
                                                -------------     -------------
           Total stockholders' equity                3,124                243
                                                -------------     -------------
                                                 $  29,699         $   34,693
                                                =============     =============

           See accountants' report and notes to financial statements

                                       F-2

**CLEAN WATER TECHNOLOGIES, INC. & SUBSIDIARIES
                               (FORMERLY KNOWN AS)
                   NU ELECTRIC CORPORATION & SUBSIDIARIES**

                      CONSOLIDATED STATEMENT OF OPERATIONS

                                             Fifty-two             Fifty-two
                                            Weeks Ended           Weeks Ended
                                           June 28, 2002         June 29, 2001
                                          ---------------       ---------------
Revenue                                    $     5,000           $        -0-
                                          ---------------       ---------------
Operating Expenses:

    Accounting and legal                        13,428                 6,200
    Royalty fees                                 6,125                 5,750
    Consulting fees                              6,354                    -
    Depreciation/amortization                    3,160                 3,160
    Telephone and utilities                      1,973                 2,102
    Taxes, licenses and filing fees              4,092                    -
                                          ---------------       ---------------
    Total operating expenses                    35,132                17,212
                                          ---------------       ---------------

    Net income (loss)                      $   (30,132)          $   (17,212)
                                          ===============       ===============
    Net income (loss) per common share         (.00578)              (.00390)
                                          ===============       ===============

           See accountants' report and notes to financial statements.

                                      F-3

**CLEAN WATER TECHNOLOGIES, INC. & SUBSIDIARIES
                               (FORMERLY KNOWN AS)
                     NU ELECTRIC CORPORATION & SUBSIDIARIES**

            CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIT)

              FIFTY-TWO WEEKS ENDED JUNE 28, 2002 AND JUNE 29, 2001

                                 C o m m o n   S t o c k
                                 -----------------------
                                                         Additional
                                 Number of      Par       Paid-In
                                  Shares       Value      Capital      Deficit
                               ------------ ---------- ------------ ------------

Balance - June 30, 2000         4,112,855   $  61,543  $   763,158   $ (822,246)

Debt converted to additional
 paid in capital                  602,000                   15,000

Net income (loss)                      -           -            -       (17,212)
                               ------------ ---------- ------------ ------------
Balance - June 29, 2001         4,714,855   $  61,543  $   778,158   $ (839,458)
                               ============ ========== ============ ============
Debt converted to additional
 paid in capital

Issuance of additional shares   1,003,000          -        33,013           -

Net income (loss)                      -           -            -    $  (30,132)
                               ------------ ---------- ------------ ------------
Balance - June 28, 2002         5,717,855   $  61,543  $   811,171   $ (869,590)
                               ============ ========== ============ ============

           See accountants' report and notes to financial statements.

                                      F-4

**CLEAN WATER TECHNOLOGIES, INC. & SUBSIDIARIES
                               (FORMERLY KNOWN AS)
                     NU ELECTRIC CORPORATION & SUBSIDIARIES**

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                                    Fifty-two        Fifty-two
                                                   Weeks Ended      Weeks Ended
                                                  June 28, 2002    June 29, 2001
                                                  -------------    -------------
Cash flows from operating activities:

    Net income/(loss)                              $  (30,132)      $  (17,212)
    Adjustment to reconcile net loss to
      net cash used in operations:
     Depreciation and amortization                      3,160            3,160
    Increase (decrease) in accounts payable and
      accrued expenses                                 (6,000)           6,200
    Decrease in royalty fees payable                   (1,875)           5,750
                                                  -------------    -------------
Net cash (used) by operating activities               (34,847)          (2,102)
                                                  -------------    -------------
Cash provided by financing activities:

    Debt converted to additional pain in capital       33,013               -
                                                  -------------    -------------

Net increase (decrease) in cash                        (1,834)          (2,102)

Cash - beginning                                       12,450           14,552
                                                  -------------    -------------
Cash - ending                                      $   10,616       $   12,450
                                                  =============    =============

Supplemental disclosures:
Non cash transaction:
  On December 28, 2001 and June 28, 2002 accrued liabilities of $21,192 and
  $11,821 respectively owed to an officer stockholder was converted to
  additional paid in capital.

           See accountants' report and notes to financial statements.

                                      F-5

**CLEAN WATER TECHNOLOGIES, INC. & SUBSIDIARIES
                               (FORMERLY KNOWN AS)
                     NU ELECTRIC CORPORATION & SUBSIDIARIES**

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 28, 2002

1.         **Organization and Nature of Business:**

           Escalator, Inc. was incorporated under the General Corporation laws
           of the state of Delaware on April 17, 1986. On April 22, 1998, a
           certificate of amendment was filed to change the name of the Company
           to Nu Electric Corporation. On April 2, 2002 the Company filed for
           another amendment to change its name to Clean Water Technologies, Inc.
           The Company is a publicly traded Company which trades under the
           symbol CWTI. The Company owns 100% of Frank Communications Corp.,
           Escalator, Inc., Clean Water Technologies, and Zorax Inc.

2.         **Summary of Significant Accounting Policies:**

           a.     Principals of Consolidation:
                  ---------------------------
             The consolidated financial statements include the accounts of Nu
             Electric Corporation (Delaware), its wholly-owned subsidiaries of
             Frank Communications Corp. and Escalator, Inc. (Pennsylvania).
             Also Escalator Investments, Inc. and Escalator Securities, Inc.
             both Pennsylvania corporations wholly owned by Escalator, Inc.
             (Pennsylvania).  All significant intercompany transactions and
             balances have been eliminated.

           b.     Property, Equipment, Depreciation and Amortization:
                  --------------------------------------------------
             Property and equipment are stated at cost.  Depreciation and
             amortization are provided using the straight-line and declining
             balance method over the estimated useful lives of the assets.

           c       Income/(Loss) Per Common Share:
                   ------------------------------
             The income or loss per common share is based on the weighted
             average number of shares outstanding.

           d.     Statement of cash flows:
                  -----------------------
             For purposes of the statement of cash flows, the Company considers
             all highly liquid accounts with a maturity of three months or less
             as cash equivalents.

           e.     Concentrations of Credit Risk:
                  -----------------------------
             Financial instruments which potentially subject the Company to
             concentrations of credit risk consist of cash and cash equivalents.
             The company places its temporary cash investments with a quality,
             high credit financial institution.  At times, such investments,
             along with the Company's cash balances with this institution,
             exceeded the current insured amount under the Federal Deposit
             Insurance Corporation.

                                      F-6

**CLEAN WATER TECHNOLOGIES, INC. & SUBSIDIARIES
                               (FORMERLY KNOWN AS)
                     NU ELECTRIC CORPORATION & SUBSIDIARIES**

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 28, 2002

2.    **Summary of Significant Accounting Policies (Continued)**

          f.  Use of Estimates in Preparation of Financial Statements:
              -------------------------------------------------------
           The preparation of financial statements in conformity with generally
           accepted accounting principles requires management to make certain
           estimates and assumptions that affect the reported amounts of assets
           and liabilities at the date of the financial statements and the
           reported amounts of revenues and expenses during the reporting period.
           Actual results could differ from those estimates.

3.    **Income Taxes:**

      For income tax reporting, the Company and its subsidiaries have net
      operating loss carry forwards, available to reduce future Federal income
      taxes.  If not used, the carry forwards will expire as follows:

                         Year Ending                 Federal Net
                           In June                 Operating Loss
                        -------------             ----------------

                            2002                     $  54,000
                            2003                        71,000
                            2004                       183,000
                            2005                       160,000
                            2008                        33,713
                            2010                        13,569
                            2011                       121,290
                            2012                        24,259
                            2013                        22,798
                            2014                        12,591
                            2015                         7,212
                        -------------             ----------------
                                                     $ 713,432
                                                  ================

                                      F-7

**CLEAN WATER TECHNOLOGIES, INC. & SUBSIDIARIES
                               (FORMERLY KNOWN AS)
                     NU ELECTRIC CORPORATION & SUBSIDIARIES**

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 28, 2002

4.    **Business Combination:**

      On June 30, 1999, Clean Water Technologies, Inc. & Subsidiaries, a
      Delaware Corporation entered into a merger agreement with Clean Water
      Technologies, Inc., (CWT) a Florida Corporation. The merger was
      accounted for by the pooling of interests method, where all of the
      shares of outstanding common stock was exchanged for 893,000 shares of
      common stock of Clean Water Technologies, Inc. & Subsidiaries. CWT had
      no assets, liabilities or income of any kind, character or description
      at the time of the merger, and accordingly there was no effect on the
      revenues and earnings reported. CWT holds a license for a technology
      developed at USF (University of South Florida) to remove arsenic from
      drinking water. In of October 1999 Nu Electric granted GSA Resources,
      Inc. an exclusive sublicense to use and market the technology to remove
      arsenic from drinking water. Minimum royalty payments under this
      agreement are as follows:

                            2002                           $  6,000
                            2003                              7,200
                            2004                              8,640
                            2005 (and until termination)     10,368

      On September 21, 2000 the Company merged with Zorax, Inc. the owner
      of an exclusive worldwide license to manufacture and market a
      proprietary process technology that improves the extraction of
      cryptosporidium and giardia from drinking water.  A U.S. patent has been
      filed by Johns Hopkins University, the owner of the technology.  Zorax,
      Inc. has no assets or liabilities other than as relates to its license
      of the technology and research agreement with Johns Hopkins University.
      Nu Electric acquired Zorax, Inc. by way of tax free merger whereby Nu
      Electric issued 600,000 shares of its common stock in exchange for all
      outstanding shares of Zorax, Inc.

      As a result of the merger the Company acquired the license agreement
      which had a book value of $15,000.

      The Company shall pay to Johns Hopkins University earned royalties of
      two and one half percent (2.5%) of net sales annually payable on a
      quarterly basis until March 30, 2017.

                                      F-8

**CLEAN WATER TECHNOLOGIES, INC. & SUBSIDIARIES
                               (FORMERLY KNOWN AS)
                     NU ELECTRIC CORPORATION & SUBSIDIARIES**

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 28, 2002

4.    **Business Combination (Continued):**

           Minimum royalty payments under this agreement are as follows:

                     March 30, 2003                            $3,500
                               2004                             4,000
                               2005                             4,500
                               2006 (and until termination)     5,000

                           CERTIFICATION PURSUANT TO
18 U.S.C.SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Clean Water Technologies, Inc. (the
"Company") on Form 10-KSB for the period ended June 30,2002, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),the
undersigned certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

                                                   Clean Water Technologies, Inc.
                                                   /s/ Laurie C. Scala
                                                   -----------------------------
September 12,2002                                      Laurie C. Scala, President
                                                       and Chief Financial Officer

                                      F-9

                                  EXHIBIT INDEX

EXHBIT #                   ITEM

   2.1                     Acquisition of Escalator, Inc.*

   2.2                     Lone Pine Resources, Inc. Merger*

   2.3                     Agreement and Plan of Spinoff*

   2.4                     Acquisition of Clean Water Technologies, Inc.*

   2.5                     Acquisition of Zorax, Inc.*

   3.1                     Articles of Incorporation*

   3.2                     Bylaws*

   4                       Share Certificate*

   10                      Sublicense Agreement GSA*

   21                      Subsidiaries of the Registrant*

   27                      Financial Data Schedule*

* Previously filed.

                                       16

                                   SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                                     Clean Water Technologies, Inc.
                                                     /s/ Laurie C. Scala
                                                     ---------------------------
                                                     By: Laurie C. Scala, President
 Date: September 12,2002

                                       17
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