What changed in this filing

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Item 1. Financial Statements

2010-07-30 compared with 2010-03-24 · 208 added, 92 removed, 100 unchanged (75% of the section changed)

2 unchanged sentences

BALANCE SHEETS

January 31, 2010

April 30, 2010

October 31, 2009

Current Assets :

Subscriptions

expenses and other

Current Assets

& Equipment, Net

LIABILITIES AND STOCKHOLDERS'

EQUITY/DEFICIENCY

Fixed Assets :

and equipment, net

Other Assets :

AND STOCKHOLDERS' EQUITY/DEFICIENCY

Current Liabilities :

5 unchanged sentences

stock, $0.001 par value;

10,000,000 shares;

stock, $0.001 par value;

150,000,000 shares authorized;

500,000,000 shares;

95,640,741 and 86,941,013 shares, respectively

3 unchanged sentences

Stockholders' Equity/Deficiency

LIABILITIES AND EQUITY/DEFICIENCY

LIABILITIES AND STOCKHOLDERS' EQUITY/DEFICIENCY

accompanying notes are an integral part of these financial

Development Stage Company)

OF OPERATIONS

the three months ending January 31, 2010 and 2009

from October 27, 2005 (inception) to January 31, 2010

COST OF SERVICES

GROSS PROFIT OR (LOSS)

GENERAL AND ADMINISTRATIVE

RESEARCH & DEVELOPMENT

OPERATING INCOME/(LOSS)

INTEREST EXPENSE

INCOME/(LOSS) BEFORE INCOME

PROVISION FOR INCOME TAXES

NET INCOME/(LOSS)

Earnings (loss) per share, basic and

Weighted average common shares

Comprehensive Loss:

Currency Translation Income/(Loss)

Comprehensive Income/(Loss)

the Three and Six Months Ending April 30, 2010 and 2009

From October 27, 2005 (inception) to April 30, 2010

profit or (loss)

and administrative expenses

and development

before income taxes

for income taxes

per share, basic and diluted

average common shares outstanding

Comprehensive

currency translation (loss)/income

Comprehensive

accompanying notes are an integral part of these financial

1 unchanged sentence

OF CASH FLOWS

the three months ending January 31, 2010 and 2009

from October 27, 2005 (inception) to January 31, 2010

the Six Months Ending April 30, 2010 and 2009

From October 27, 2005 (inception) to April 30, 2010

Six Months Ended

From Inception

to April 30, 2010

CASH FLOWS FROM OPERATING

4 unchanged sentences

stock issued for compensation

in operating assets and liabilitites:

in operating assets and liabilities:

(Increase)/decrease

Prepaid Expenses and Other

prepaid expenses and other current assets

Increase/(decrease)

5 unchanged sentences

CASH FLOWS FROM INVESTING

of Furniture & Equipment

cash flows used in investing activities

of furniture and equipment

cash used in investing activities

CASH FLOWS FROM FINANCING

Received/(Paid) from/(to) Affiliates/Shareholders

Received/(Paid) on notes payable

cash provided by (used in) financing activities

received from affiliates/shareholders

received on notes payable

cash provided by financing activities

CASH RECONCILIATION

2 unchanged sentences

and cash equivalents - beginning balance

CASH AND CASH EQUIVALENTS BALANCE END OF

Supplemetal Disclosures of Cash Flow

stock issued for compensation

AND CASH EQUIVALENTS BALANCE END OF PERIOD

Disclosures of Cash Flow Information:

stock issued for debt cancellation

stock issued in recapitalization

accompanying notes are an integral part of these financial

The accompanying notes are an integral

part of these financial statements.

Development Stage Company)

the Three and Six Months Ending April 30, 2010 and 2009

From October 27, 2005 (inception) to April 30, 2010

TO FINANCIAL STATEMENTS

ORGANIZATION AND DESCRIPTION OF BUSINESS

Corporation was incorporated in the State of Nevada on May 2, 2005 under the

name “American Bonanza Resources Limited.” On August 4, 2009, we

acquired Clenergen Corporation Limited (UK), a United Kingdom corporation, and

succeeded to the business of Limited.

Limited acquired the assets of

Rootchange Limited, a biofuel and biomass research and development company, in

As a result of these transactions, we are an

advance-stage development company focused on installing, owning and operating

small to medium sized renewable distributed environmental power systems (“DEPS”)

providing electricity to local municipalities, manufacturers and national grids

and which are powered by the use of biomass produced from proprietary feedstocks

cultivated specifically for this purpose.

to address the needs of a cleaner, greener planet with an environmentally sound

and sustainable clean energy generation system, which is in compliance with and

in excess of international standards for environmental protection, biodiversity,

quality, safety and full traceability backed by a global management team

providing a deep wealth of experience in the science, technology, finance and

management of our business, as well as practical experiences of managing and

investing in similar businesses in both emerging and developed markets.

have an extensive scientific and technology Board of Advisors who are consulted

on each and every project we enter into.

Corporation is a company that has, subsequent to the period covered by these

interim financial statements, migrated from the advanced development stage to an

operating company that offers strategic clean energy generation and sustainable

fuel supply projects to address the requirement for renewable and sustainable

source of power.

The Company has developed a unique supply of biomass

for use with gasification, combustion steam, Pyrolysis oil and pelleting

technologies to generate electricity.

The Company intends to use proprietary and

mixed biomass feedstock to implement sustainable supplies of clean

energy for regional, captive end users, mining companies and, through

government- or privately-owned power grid systems, other end users, including

private homes.

Company intends to address the needs of a cleaner, greener planet with an

environmentally sound and sustainable clean energy generation and integrated

fuel supply chain, which is in compliance with and in excess of international

standards for environmental protection, biodiversity, quality, safety and full

traceability;

backed by a global management team providing a deep wealth of

experience in the science, technology, finance and business management, as well

as practical experiences of managing and investing in similar businesses in

emerging and developed markets.

BASIS OF PRESENTATION

financial statements of the Company are prepared in accordance with accounting

principles generally accepted in the United States of America (“GAAP”) for

interim financial information and pursuant to the requirements for reporting on

Form 10-Q and Regulation SX.

In the opinion of management, all

adjustments, consisting solely of normal recurring accruals, considered

necessary for the fair presentation of financial statements for the interim

periods have been included.

The results of operations for the three

months ended January 31, 2010 are not necessarily indicative of results that

ultimately may be achieved for any other interim period or for the year ending

October 31, 2010.

The interim unaudited financial statements and

notes thereto should be read in conjunction with the audited consolidated

financial statements and notes thereto contained in our Annual Report on Form

10-K for the year ended October 31, 2009.

interim financial statements of Clenergen Corporation have been prepared in

accordance with accounting principles generally accepted in the United States of

America (“US GAAP”) for interim financial information and pursuant to the

requirements for reporting on Form 10-Q and Regulation S-X.

opinion of management, all adjustments, consisting solely of normal recurring

accruals, considered necessary for the fair presentation of financial statements

for the interim periods have been included.

The results of operations

for the three months and six months ended April 30, 2010 are not necessarily

indicative of results that ultimately may be achieved for any other interim

period or for the year ending October 31, 2010.

These interim

unaudited financial statements and notes thereto should be read in conjunction

with the audited consolidated financial statements and notes thereto contained

in the Company’s amended Annual Report on Form 10-K/A for the year ended October

Company has evaluated all subsequent events through date of issuance of this

Form 10-Q for appropriate accounting and disclosure.

Form 10-Q for appropriate accounting and financial disclosure.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

18 unchanged sentences

income (loss) - Other comprehensive income refers to revenues, expenses,

gains and losses that under generally accepted accounting principles in the

United States of America are included in comprehensive income but are excluded

from net loss as these amounts are recorded directly as an adjustment to

stockholders' equity.

The Company's other comprehensive income is comprised of

foreign currency translation adjustments.

gains and losses that under US GAAP are included in comprehensive income but are

excluded from net loss as these amounts are recorded directly as an adjustment

to stockholders' equity.

The Company's other comprehensive income is comprised

of foreign currency translation adjustments.

Comprehensive income is reported by

1 unchanged sentence

Basic earnings

loss per share amounts is computed by dividing the net loss by the weighted

average number of common shares outstanding.

Diluted earnings per share are the

same as basic earnings per share as the Company does not have any outstanding

potentially dilutive securities.

per share - Basic net loss per share amounts are computed by dividing the

net loss by the weighted average number of common shares

Diluted earnings per share amounts are the same as basic

earnings per share as the Company does not have any outstanding potentially

dilutive securities.

Equivalents - The

20 unchanged sentences

accompanying financial statements are presented on a going concern basis.

the period since October 27, 2005 (date of inception) through January 31, 2010,

the Company has had a cumulative net loss of $6,423,549.

As of January 31,

2010, the Company has not emerged from the development

The financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

the period of October 27, 2005 (date of inception) through April 30, 2010, the

Company had a comprehensive loss of $11,871,953, inclusive of a net loss of

$11,905,891, and had total stockholders' equity of $92,995 at April 30,

These factors raise substantial doubt about the Company’s

ability to continue as a going concern.

These interim financial statements

do not include any adjustments that might result from the outcome of this

STOCK TRANSACTIONS

4 unchanged sentences

value on grant date, based on the estimated number of awards that are

expected to vest and will result in a charge to operations.

expected to vest and will result in charges to operations.

March 15, 2010, the Company issued warrants to purchase 1 million shares, of

which 250,000 warrants are exercisable at $1.30, 250,000 warrants are

exercisable at $1.60, 250,000 warrants are exercisable at $2.00 and 250,000

warrants are exercisable at $2.50 per share.

The Company valued such

warrants, for accounting purposes, at $ 43,513.

Pursuant to FASC

260-10-45, options and warrants will have a dilutive effect

under the treasury stock method only when the average market price of the common

stock during the period exceeds the exercise price of the options or

The Company asserts that the purchase warrants are

anti-dilutive, and therefore not included in calculations of Basic or Diluted

Earnings per Share.

March 19, 2010, the Company purchased 62,500 shares of common stock from a

former shareholder.

The Company accounted for such purchase by

debiting stockholder’s equity $25,966, the fair value of such shares on the

effective date of purchase.

March 26, 2010, the Company issued 1 million common shares to a

The Company valued such shares, for accounting purposes,

at $800,000, the fair value of such shares on the effective date of

March 26, 2010, the Company issued 500,000 common shares to a

The Company valued such shares, for accounting purposes,

at $400,000, the fair value of such shares on the effective date of

April 6, 2010, the Company issued 131,196 common shares to a third-party

investor for total gross consideration of $15,000.

April 9, 2010, the Company issued 250,000 common shares to a

The Company valued such shares, for accounting purposes,

at $220,000, the fair value of such shares on the effective date of

April 11, 2010, the Company issued 400,000 common shares to a service

The Company valued such shares, for accounting purposes, at

$352,000, the fair value of such shares on the effective date of

April 26, 2010,

the Company issued 150,000 common shares to a consultant.

valued such shares, for accounting purposes, at $178,500, the fair value of such

shares on the effective date of issuance.

April 28, 2010, the Company issued 60,000 common shares to a third-party

investor for total gross consideration of $25,000.

April 30, 2010, the Company issued 1.5 million common shares to a director of

The Company valued such shares, for accounting purposes,

at $1,695,000, the fair value of such shares on the effective date of

April 2010 and through June 15, 2010, the Company sold an aggregate of 1,176,032

common shares to a total of 71 non-US Persons for aggregate gross proceeds of

$890,981 in offshore transactions pursuant to Regulation S promulgated under the

Securities Act of 1933.

Pursuant to a subscription fee agreement, the

Company will pay as compensation for subscription services provided, a fee equal

to 40% of the gross subscription amounts received from

As of April 30, 2010, the Company received $191,339 of

the expected 60% net proceeds of $534,589.

SUBSEQUENT EVENTS

to April 30, 2010 and through June 15, 2010, the Company issued an aggregate of

500,000 common shares to a total of two consultants.

The Company has

preliminarily valued such shares, for accounting purposes, at $460,000, the fair

values of such shares on the effective dates of such issuances.

to April 30, 2010, 1 million common shares that had been issued to a natural

person in connection with his agreement to become an executive officer of the

Company (a position which he never assumed), were surrendered for

cancellation.

In connection with this surrender and cancellation, the

Company intends to credit shareholders' equity in an amount equal to the charge

incurred when such shares were originally issued.

to April 30, 2010 and through June 15, 2010, the Company agreed to purchase an

aggregate of 320,000 common shares from a total of three stockholders for the

aggregate consideration of $160,000.

None of such agreed-upon

purchases have been consummated.

May 14, 2010, the Company issued a promissory note in the principal amount of

$250,000 and warrants to purchase 1 million common shares at $0.686 per

The Company valued such warrants, for accounting purposes, at

May 21, 2010, the Company issued 200,000 common shares as consideration for

the purchase of assets, which shares the Company has valued, for accounting

purposes, at $90,000, the fair value of such shares on the effective date of

such issuance.

2, 2010, the Company acquired all of the outstanding capital stock of United Bio

Fuels Private Limited, an Indian corporation (“UBF”).

operates a 1.5 megawatt per hour (“MWe”) anaerobic digestive biomass power plant

located in Salem, Tamilnadu, India.

Also included in the acquired

assets are ten acres of land and a power evacuation facilities

aggregate purchase price for the land, power plant and other facilities

constituting the acquired assets was 82.44 million Indian Rupees (approximately

$1.76 million at the closing currency exchange rate on June 4, 2010, as reported

by CNNMoney.com).

Included in such total purchase price was the

satisfaction of debt to the India Renewable Energy Development Agency Limited, a

government of India enterprise (the “IREDA”), totaling 72.74 million Indian

Rupees ($1.56 million), inclusive of interest.

The remaining purchase price is

to be paid to Enkem Engineers Private Limited (“Enkem”), the former principal

stockholder of UBF and operator of the power plant, in the aggregate amount of

2.2 million Indian Rupees ($47,000).

The other former shareholders of

UBF will receive in the aggregate, 7.5 million Indian Rupees ($160,000) upon the

power plant becoming fully operational.

Company funded the purchase price through prior sales of our securities, a loan

of $150,000 provided by our current chief executive officer, Tim J.E.

the amount of $150,000 (the “Bowen Loan”) and a loan provided by a

non-affiliated party in the amount of $200,000 (the “Non-Affiliate Loan”), as

well as the assumption of the debt due IREDA.

The Bowen Loan is a demand loan

bearing interest at the imputed interest rate and the Non-Affiliate Loan is due

July 31, 2010 and bears interest at the rate of 12% per annum.

Non-Affiliate Loan was used to make the initial good faith deposit the Company

tendered to UBF in November 2009.

The principal of the Non-Affiliate

Loan was repaid in March 2010 and accrued interest, totaling $75,000, is

included in accounts payable and accrued expenses at April 30,

Company intends to rely upon FASC 805-10-25 and account for the acquisition by

applying the acquisition method.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q/A

Item 1. Financial Statements