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Item 1. Financial Statements

2011-09-21 compared with 2010-07-30 · 279 added, 292 removed, 16 unchanged (97% of the section changed)

Financial Statements

Development Stage Company)

BALANCE SHEETS

April 30, 2010

CLENERGEN CORPORATION

(a Development Stage Company)

CONSOLIDATED BALANCE SHEETS

July 31, 2011

October 31, 2010

Current Assets :

Subscriptions

expenses and other

Current Assets

Other receivables

Prepaid expenses and other

Current Assets of discontinued operations

Total Current Assets

Fixed Assets :

and equipment, net

Property and equipment, net

Fixed Assets of discontinued operations

Total Fixed Assets

Other Assets :

AND STOCKHOLDERS' EQUITY/DEFICIENCY

Current Liabilities :

payable and accrued expenses

to affiliates and shareholders

Deposits of discontinued operations

Total Other Assets

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities :

Stockholders'

Equity/(Deficiency) :

stock, $0.001 par value;

Accounts payable and accrued expenses

Due to affiliates and shareholders

Current Liabilities of discontinued operations

Total Current Liabilities

Total Liabilities

Stockholders' Deficiency :

Preferred stock, $0.001 par value;

10,000,000 shares;

stock, $0.001 par value;

Common stock, $0.001 par value;

500,000,000 shares;

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

paid in capital

other comprehensive income/(loss)

deficit during development stage

Stockholders' Equity/Deficiency

LIABILITIES AND STOCKHOLDERS' EQUITY/DEFICIENCY

accompanying notes are an integral part of these financial

Development Stage Company)

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

Development Stage Company)

OF CASH FLOWS

the Six Months Ending April 30, 2010 and 2009

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

Six Months Ended

146,004,191 and 141,755,788 shares issued and outstanding,

Additional paid in capital

Stock subscriptions receivable

Accumulated other comprehensive income

Accumulated deficit during development stage

Total Stockholders' Deficiency

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CLENERGEN CORPORATION

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three and Nine Months Ended July 31, 2011 and 2010

and from October 27, 2005 (Inception) to July 31, 2011

Three Months Ended

Nine Months Ended

From Inception

to April 30, 2010

CASH FLOWS FROM OPERATING

income (loss)

to reconcile net income to net cash used in operating

for charges not requiring outlay of cash:

and amortization

stock issued for compensation

in operating assets and liabilities:

(Increase)/decrease

prepaid expenses and other current assets

Increase/(decrease)

in accounts payable and accrued expenses

Increase/(decrease)

in accrued payroll liabilities

adjustments to net income

cash used in operating activities

CASH FLOWS FROM INVESTING

of furniture and equipment

cash used in investing activities

CASH FLOWS FROM FINANCING

received from affiliates/shareholders

received on notes payable

cash provided by financing activities

July 31, 2011

Cost of services

General and administrative expenses

Research and development

Operating loss

Interest expense

Loss before income taxes

Provision for income taxes

Loss from continuing operations

Income/(loss) from discontinued operations

Loss per share from continuing operations

Loss per share from discontinued operations

Loss per share, basic and diluted

Weighted average common shares outstanding

Comprehensive loss:

Foreign currency translation (loss)/income

Comprehensive loss

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

CLENERGEN CORPORATION

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended July 31, 2011 and 2010

and From October 27, 2005 (Inception) to July 31, 2011

Nine Months Ended

From Inception to July 31,

CASH FLOWS FROM OPERATING ACTIVITIES

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments for charges not requiring outlay of cash:

Deferred Financing Costs

Common stock issued for compensation

Stock issued for interest

Depreciation and amortization

Changes in operating assets and liabilities :

(Increase)/decrease prepaid expenses and other current assets

(Increase)/decrease other receivables

(Increase)/decrease deposits

Increase/(decrease) in accounts payable and accrued expenses

Total adjustments to net loss

Net cash used in operating activities of continuing operations

Net cash (used in) provided by operating activities of discontinued operations

CASH FLOWS FROM INVESTING ACTIVITIES

Advances for discontinued operations

Purchase of furniture and equipment

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Cash received from affiliates/shareholders

Cash received from related parties and shareholders, net

Cash received on notes payable

Net cash provided by financing activities

CASH RECONCILIATION

of exchange rate changes on cash

increase (decrease) in cash and cash equivalents

and cash equivalents - beginning balance

AND CASH EQUIVALENTS BALANCE END OF PERIOD

Disclosures of Cash Flow Information:

stock issued for debt cancellation

stock issued in recapitalization

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

Effect of exchange rate changes on cash

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents - beginning balance

CASH AND CASH EQUIVALENTS BALANCE END OF PERIOD

Supplemental Disclosures of Cash Flow Information:

Common stock issued for deposit

Common stock issued for debt cancellation

Common stock issued in recapitalization

Cash paid for interest

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

CLENERGEN CORPORATION

(A Development Stage Company)

For the Three and Nine Months Ended July 31, 2011 and 2010

and from October 27, 2005 (Inception) to July 31, 2011

Notes to Condensed Consolidated Financial Statements

ORGANIZATION AND DESCRIPTION OF BUSINESS

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.

Clenergen Corporation (the “Company,” “we,” “our” and “us”) was incorporated in the State of Nevada on May 2, 2005 under the name “American Bonanza Resources Limited.” On August 4, 2009, the Company acquired Clenergen Corporation Limited (UK), a United Kingdom corporation (“Limited”), and succeeded to the business of Limited.

Limited acquired the assets of Rootchange Limited, a biofuel and biomass research and development company, in April 2009.

The Company commenced operating two biomass power plants in India in October 2010.

We had entered into agreements to acquire two biomass power plants from their current respective owners.

The agreement to acquire one of such plants required, as a condition to consummating the acquisition, that the bank-lender to the plant, IDBI Bank Ltd, approve such acquisition and the assumption of the debt owed to the bank-lender.

However, the bank-lender had stated that it will not approve the acquisition until such time as we provided sufficient collateral in the form of cash deposits with the bank-lender as required under Indian banking laws.

We did not have available the funds necessary to make such a deposit.

We had an oral arrangement with the owners of the plant to the effect that we would operate the plant, retain all revenues generated from such operations and pay all costs associated with operating the plant.

We were not able to raise the funds required for the cash deposit from equity or debt financing.

Furthermore, the transportation cost of feedstock for supplying fuel to the power plant was significantly higher than projected.

Furthermore, servicing the debt loan to IDBI was not possible from the revenues generated from operating the power plant.

We were not able to operate the power plant during the month of July 2011 due to a sudden change in government policy by the State of Tamilnadu regarding the sale of power by independent power producers (each, an “IPP”).

The office of the new Chief Minister of Tamilnadu proposed a change in legislation which would require IPP’s to either sell electricity to the state government or to private clients under private power supply agreements.

Historically, the power plant had been selling electricity to private clients and during off peak periods, selling electricity at a significantly lower rate to the State of Tamilnadu.

The consequences of such legislation being passed would have had a negative impact on the ability to generate profits from biomass power plants located within the State of Tamilnadu and possibly resulting in the closure of biomass power plants.

In order to counteract this legislation, all the IPPs stopped producing electricity as from July 1, 2011.

The legislation was withdrawn on July 27, 2011 as a result of the actions taken by the IPPs in the State of Tamilnadu.

The second power plant, a 1.5MW Anaerobic Digestion Power Plant, is located in Namikkall, Tamilnadu, India.

Trials commenced in October 2010 using one of the GE Jenbacher gas engines.

The second engine required maintenance in order to be operational.

After three months of trials, it was determined that both the GE Jenbacher gas engines needed servicing in order to operate efficiently.

The estimated cost of repairs and maintenance required hiring specialized engineers to assess the cost involved in repairing the engines and providing ongoing maintenance services.

As a result of the operational issues associated with these two power plants, we decided on September 5, 2011 to divest Clenergen India Private Limited (“Clenergen India”).

We entered into a Transfer Agreement, effective as of September 5, 2011 (the “Divestiture Agreement”), whereby we sold to Maxrise Powergen Limited, a Hong Kong corporation (“Maxrise”), all of our equity interest in Clenergen India.

The purchase price for the sale of our Clenergen India equity interest was $1.00;

although the Divesture Agreement also requires Maxrise to transfer to us the sum of $1,011,700 by September 2, 2011, representing past advances to Clenergen India made on behalf of the Company.

Maxrise had requested additional time to complete the transfer such funds, of which we have granted.

We expect to have received the full amount on or before September 30, 2011 , representing past advances to Clenergen India made on behalf of the Company.

In connection with the Transfer Agreement, Maxrise has agreed to assume all the operating assets and liabilities of Clenergen India which are disclosed as discontinued operations in the accompanying consolidated financial statements.

On the date of the sale Clenergen India had negative equity resulting in a gain on the sale of Clenergen India which will be recognized in the fourth quarter of 2011.

The operating assets of Clenergen India primarily consist of current assets and certain other long-lived assets which were acquired by Maxrise on an as-is basis and with no conditions regarding their valuation or recoverability.

Accordingly, no impairment loss has been recognized in the accompanying consolidated financial statements against the discontinued assets of Clenergen India.

Further, Maxrise has also assumed the liabilities of Clenergen India and will be responsible to settle debts due to note holders and vendors.

We have not accrued any losses from contingencies or other related liabilities as the agreement with Maxrise was to transfer liabilities on the books of Clenergen India without recourse.

Excluded from the transfer of our Clenergen India equity interest was the license we were granted from Star Biotechnology Limited related to Polyploidy growth technology covering India and Sri Lanka and other third party agreements with agronomy and technology suppliers located in India.

As a result of such sale, the assets and liabilities of Clenergen India will no longer be reflected on our consolidated financial statements.

Maxrise is owned by a consortium of Asian Investors.

The divestiture of Clenergen India, the granting of equity interests and 100% management control in Clenergen Ghana, Clenergen Guyana, Clenergen Trinidad and Clenergen Philippines to Futenco and the licensing of certain of our intellectual property rights to Futenco reflects the shift in our business model toward becoming a worldwide supplier of biomass feedstock for use in producing wood chips for renewable electricity, Pyrolysis oil and wood pellets to co-fire coal power plants in an effort to reduce their carbon emissions.

The business model anticipates a continued focus on the installation of small turnkey gasification power plants for the captive end users, such as mining and manufacturing operations.

Our primary income streams will be through the supply of saplings for energy crops, development fees, license fees, sale of biomass feedstock grown on our plantations and distributions from the Joint Venture Entities and other projects in which we participate.

BASIS OF PRESENTATION

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 financial disclosure.

These interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and the requirements for reporting on Form 10-Q and Regulation S-X.

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 and nine months ended July 31, 2011 are not necessarily indicative of results that ultimately may be achieved for any future interim period or for the year ending October 31, 2011.

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 Annual Report on Form 10-K for the year ended October 31, 2010.

The Company has evaluated all subsequent events through the date of the Company’s Form 10-Q in which these interim financial statements and notes thereto are included for appropriate accounting and disclosure.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of

consolidation - The consolidated financial statements of the Company

include the accounts of Clenergen Corporation Limited and its 99.99% owned

subsidiary, Clenergen India Private Limited.

All significant intercompany

balances and transactions have been eliminated.

development - Research and development costs are charged to operations as

incurred and include direct costs of research scientists and materials and an

allocation of other core scientific services.

Foreign currency

translation - The Company's assets and liabilities have been translated

using the exchange rate at the balance sheet date.

The weighted average exchange

rate for the period has been used to translate expenses.

Translation adjustments

are reported separately and accumulated in a separate component of equity

{comprehensive income (loss)}.

Comprehensive

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

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

the Company in the consolidated statements of operations.

Basic earnings

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

Company considers all highly liquid investments purchased with an original

maturity of three months or less to be cash equivalents.

Use of Estimates

and Assumptions - The

preparation of financial statements in conformity with generally accepted

accounting principles requires management to make estimates and assumptions that

affect the reported amounts of assets and liabilities and disclosure of

contingent assets and liabilities at the date of the financial statements and

the reported amounts of revenues and expenses during the reporting period.

adjustments are normal and recurring.

deferred tax asset or liability is recorded for all temporary differences

between financial and tax reporting and net operating loss carry-forwards.

Deferred tax expense (benefit) results from the net change during the year of

deferred tax assets and liabilities.

tax assets are reduced by a valuation allowance when, in the opinion of

management, it is more likely than not that some portion or all of the deferred

tax assets will not be realized.

Deferred tax assets and liabilities are

adjusted for the effects of changes in tax laws and rates on the date of

Principles of consolidation - The consolidated financial statements of the Company include the historical accounts of the Company’s wholly-owned subsidiaries, including Clenergen Corporation Limited (UK), Clenergen India Private Limited and Clenergen Corporation Administrative Services Limited, on a consolidated basis.

All significant intercompany balances and transactions have been eliminated.

Research and development - Research and development costs are charged to operations as incurred and include direct costs of research scientists and materials and an allocation of other core scientific services.

Revenue Recognition - Revenue from power generation is recognized on an accrual basis, based on the terms of the Company’s power purchase agreements with its governmental, quasi-governmental and private customers.

The governmental and quasi-governmental power purchase agreements typically provide for charges based on readings of outward-bound electricity from the generating plant, which readings are conducted jointly by the Company and representatives of the applicable state electricity board.

Each Indian state electricity board is responsible for the electrical grid of such state, including maintenance of the grid’s infrastructure and acts as a purchaser of excess electricity injected into the grid by power generating companies, such as the Company, which is not delivered to customers of the power generating companies.

Actual revenues recognized for power supplied to the governmental, quasi-governmental and private customers may not be contemporaneous with the reading dates.

Billings to private customers are based on a monthly injection statement prepared by the Company giving details of power supplied to all customers and duly certified by the applicable state electricity board.

Accounts Receivable - Accounts receivable represent all outstanding amounts due from governmental, quasi-governmental and private customers for electricity supplied by the Company to the customers for which revenue recognition has occurred, including unbilled amounts.

The Company establishes an allowance for doubtful accounts based on estimates as to the collectability of accounts receivable.

Since the Company has a limited operating history, management considers trends in estimating the allowance for doubtful accounts including reviewing past-due accounts receivable balances, customer credit-worthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts.

Amounts determined to be uncollectible will be written-off when it is determined that the balance will not be collected.

Based on the factors listed above, management concluded no allowance for doubtful accounts was required as of July 31, 2011.

Foreign currency translation - The Company’s assets and liabilities have been translated using the exchange rate at the balance sheet date.

The weighted average exchange rate for the period has been used to translate income and expenses.

Translation adjustments are reported separately and accumulated in a separate component of equity, “Accumulated other comprehensive income/loss.”

Comprehensive income (loss) - Other comprehensive income (loss) refers to revenues, expenses, gains and losses that under US GAAP are included in comprehensive income (loss) but are excluded from net loss as these amounts are recorded directly as an adjustment to stockholders’ deficiency.

The Company’s other comprehensive income (loss) is comprised of foreign currency translation adjustments.

Comprehensive income (loss) is reported by the Company in the consolidated statements of operations.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with accounting principles relating to share-based payment which requires fair value method of accounting.

Under the fair value based method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period.

Expected forfeitures are included in determining share-based employee compensation cost.

Share-based awards that do not require future services are expensed immediately.

Basic loss per share - Basic net loss per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding.

As of July 31, 2011, the Company has issued potentially dilutive purchase warrants to purchase an aggregate of 2,500,000 shares of the Company common stock.

These shares have no effect on earnings per share as a result of the operating loss of the Company.

Cash Equivalents - The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Use of Estimates and Assumptions - The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Income Taxes - A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards.

Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

GOING CONCERN

accompanying financial statements are presented on a going concern basis.

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

The accompanying financial statements are presented on a going concern basis.

For the period of October 27, 2005 (date of inception) through July 31, 2011, the Company incurred an aggregate net loss of $42,623,471.

As of July 31, 2011, we had not emerged from the development stage and our ability to continue as a going concern is dependent upon our ability to generate net income and obtain additional financing.

Since inception, we have financed our operations principally from the use of advances from stockholders and others.

We intend to finance our future development activities through joint ventures, licensing fees and biomass supply agreements.

Under agreements signed with Futenco, all overhead, salaries and project financing requirements of the Joint Venture Entities for their current and future projects in Guyana, Ghana and the Philippines will be funded by Futenco.

We are not required to fund the salaries and overheads of our subsidiary companies.

As a result, we no longer retain any full time consultants.

We anticipate that we will finance our overhead, consulting, directors and advisory fees largely from the issuance of stock, until such time that funds provided by operations and other revenue streams are sufficient to fund our working capital requirements.

There can be no assurance that we will be successful at achieving our financing needs on reasonably commercial terms, if at all.

These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The accompanying financial statements do not include any adjustments relating to the recoverability of the recorded assets or the classification of liabilities that may be necessary should the company be unable to continue as a going concern.

STOCK TRANSACTIONS

of share-based payment awards, including shares issued under employee stock

purchase plans, stock options, restricted stock and stock appreciation rights,

as well as share grants and other awards issued to employees and

non-employees under free-standing arrangements, are recorded at fair

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

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.

All forms of share-based payment awards, including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights, as well as share grants and other awards issued to employees and non-employees under free-standing arrangements are recorded at fair value on grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations.

During the months of May and June, 2011, we sold an aggregate of 365,200 shares of our common stock to a total of four purchasers in private transactions we conducted in Germany.

Gross proceeds from such sales totaled approximately $181,000 and selling commissions and other sale expenses totaled approximately $72,000, resulting in net proceeds from such sales of $109,000.

On May 5, 2011, we issued an aggregate of 300,000 shares of our common stock to three consultants of our company, which were valued at $249,000.

On June 16, 2011, we sold and issued to a single investor 357,143 shares for a total consideration of $125,000.

We did not incur any commission or other fees in connection with such sale.

On June 29, 2011, we sold and issued to a single investor 285,714 shares for a total consideration of $100,000.

We did not incur any commission or other fees in connection with such sales.

On July 8, 2011, we sold and issued to a single investor 28,600 shares of our common stock for a total consideration of $10,000.

We did not incur any commission or other fees in connection with such sales.

Our stock subscription receivable has decreased by approximately $109,000 between April 30, 2011 and July 31, 2011, such subscriptions being receivable from earlier periods and recovered during the current quarter.

Pursuant to an agreement signed on May 17, 2011, the Company received an interim bridge loan of $150,000 from a private investor towards the working capital requirements of its India subsidiary.

The Company intends to repay the bridge loan to the private investor in September 2011.

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.

The Company entered into a Shareholders Agreement (the “Clenergen Ghana Shareholders Agreement”) with Futenco with respect to the operation of its formerly majority-owned subsidiary, Clenergen Ghana Limited (“Clenergen Ghana”).

The Clenergen Ghana Shareholders Agreement was made effective as of September 5, 2011.

Under the Clenergen Ghana Shareholders Agreement, Futenco is required to invest $35,000 in Clenergen Ghana on or before August 31, 2012.

As of September 19, 2011, no portion of such $35,000 has been received.

Futenco assumed a 57% equity interest in Clenergen Ghana, with the Company owning a 40% equity interest and three non-affiliated individuals owning the remaining 3% equity interest.

Futenco will have full management control of Clenergen Ghana and be entitled to a 60% “revenue share.” Futenco has the option to acquire the Company’s equity interest for fair market value at any time within the first year, and for $1.00 in the event that Clenergen files for administration.

Futenco is required to use its best efforts to obtain funding of project financing by December 31, 2012 and, if such financing has not been so obtained, the Company will have the option to purchase Futenco’s equity interest for $35,000 plus an amount equal to any additional investment in Clenergen Ghana made by Futenco.

The Company has the option to purchase from Futenco an 11% equity interest in Clenergen Ghana for a mutually agreed upon price if any class of the Company’s securities becomes listed on the American Stock Exchange (the “AMEX”).

We can give no assurance that any class of our securities will ever be listed on the AMEX.

The Company has also entered into an agreement (“Agreement”) with Futenco to raise a $30 million fund for the purpose of cultivating energy crops in Malaysia, Sri Lanka, and Guatemala and in certain regions of Ghana which are not subject to the Clenergen Ghana Shareholders Agreement.

The Company entered into a Shareholders Agreement (the “Clenergen Guyana and Trinidad Shareholders Agreement”) with Futenco with respect to the operation of its formerly majority-owned subsidiaries, Clenergen Guyana Inc., Clenergen Trinidad Inc.

(a Guyana corporation) and Clenergen Trinidad Inc.

(a Trinidad and Tobago corporation) (collectively, “Clenergen Guyana and Trinidad”).

The Clenergen Guyana and Trinidad Shareholders Agreement was made effective as of September 5, 2011.

Under the Clenergen Guyana and Trinidad Shareholders Agreement, Futenco is required to invest $150,000 in Clenergen Guyana and Trinidad on or before August 31, 2012.

As of September 19, 2011, no portion of such $150,000 has been received.

Futenco will assume a 60% equity interest in Clenergen, with the Company owning the remaining 40% equity interest.

Futenco will have full management control of Clenergen Guyana and Trinidad.

Futenco has the option to acquire the Company’s equity interest for fair market value at any time within the first year, and for $1.00 in the event that the Company files for administration.

Futenco is required to use its best efforts to obtain funding of project financing by December 31, 2012 and, if such financing has not been so obtained, the Company will have the option to purchase Futenco’s equity interest for $150,000 plus an amount equal to any additional investment in Clenergen Guyana and Trinidad made by Futenco.

The Company has the option to purchase from Futenco an 11% equity interest in Clenergen Guyana and Trinidad for a mutually agreed upon price if any class of the Company’s securities becomes listed on the AMEX.

We can give no assurance that any class of our securities will ever be listed on the AMEX.

The Company entered into a Shareholders Agreement (the “Clenergen Philippines Shareholders Agreement”) with Futenco with respect to the operation of our formerly majority-owned subsidiary, Clenergen Philippines Limited (“Clenergen Philippines”).

The Clenergen Philippines Shareholders Agreement was made effective as of August 31, 2011.

Under the Clenergen Philippines Shareholders Agreement, Futenco is required to invest $400,000 in Clenergen Philippines on or before August 31, 2012.

As of September 16, 2011, a balance of $262,000 has not been received.

Futenco will assume a 60% equity interest in Clenergen, with our owning a 40% equity interest.

Futenco will have full management control of Clenergen Ghana.

Futenco has the option to acquire the Company’s equity interest for fair market value at any time within the first year, and for $1.00 if the Company is in administration.

Futenco is required to use its best efforts to obtain funding of project financing by December 31, 2012, and, if such financing has not been so obtained, the Company will have the option to purchase Futenco’s equity interest for $425,000 plus an amount equal to any additional investment in Clenergen Philippines made by Futenco.

We have the option to purchase from Futenco an 11% equity interest in Clenergen Philippines for a mutually agreed upon price if any class of the Company’s securities becomes listed on the AMEX.

We can give no assurance that any class of our securities will ever be listed on the AMEX.

The Company entered into a license agreement (the “Futenco License Agreement”) with Futenco, pursuant to which the Company granted Futenco certain licenses to the Company’s intellectual property.

Such licenses included (a) exclusive rights within Ghana, Guyana and the Philippines, (b) first rights of refusal for exclusive licenses for the territories of Saipan, Guam, Brazil, the Bahamas, the Dominican Republic, Haiti and Puerto Rico, to be granted on a per project basis provided that a project is implemented within the next twelve months, (c) exclusive distribution rights within Ghana, Guyana and the Philippines and first rights of refusal for exclusive distribution rights for the territories of the United States, Japan, South Korea, Saipan, Guam, Brazil, the Bahamas, the Dominican Republic, Haiti and Puerto Rico, to be granted on a per project basis provided that a project is implemented within the next twelve months.

The Futenco License Agreement contemplates that Futenco will also establish a renewable energy fund, designated for the cultivation of energy crop plantations throughout the emerging and Caribbean markets.

Clenergen will retain the rights to own a majority stake in each of the projects and joint ventures formed within the regions where it is suitable for the cultivation of energy crops, such as Malaysia, Saipan, Guam, Brazil, Bahamas, Dominican Republic, Haiti, Puerto Rico, Sri Lanka, Malaysia and Guatemala.

DISCONTINUED OPERATIONS

The Company entered into a Transfer Agreement, effective as of September 5, 2011 (the “Divestiture Agreement”), pursuant to which the Company sold to Maxrise Powergen Limited, a Hong Kong corporation (“Maxrise”), all of its equity interest and mortgages in Clenergen India.

The purchase price for the sale of its Clenergen India equity interest was $1.00;

although the Divesture Agreement also required Maxrise to transfer to the Company the sum of $1,011,700, representing past advances to Clenergen India made on behalf of the Company.

As of September 19, 2011, such payment has not been received by the Company.

As of September 5, 2011, operations had ceased at the 18MW/h and 1.5MW/ power plants in Tamilnadu, India being operated by Clenergen India.

The results for operations for the plants are presented as discontinued operations in the Company’s consolidated financial statements.

The financial presentation and footnotes for fiscal year 2011 and 2010 have been restated to show the comparable effects of the discontinued operations.

The Company has not recognized an impairment loss on the assets from discontinued operations due to factors listed in Note 1 to the Company's consolidated financial statements.

The following table summarizes the operating results of the discontinued operations for the three and nine month periods ended July 31, 2011 and 2010 and from inception to July 31, 2011.

From inception till

July 31, 2011

July 31, 2010

July 31, 2011

July 31, 2010

Cost of services

Operating expenses

Interest expense

Other income / (expense)

Income/(loss) before income taxes

Provision for income taxes

Net profit / (loss) from discontinued operations, net of tax

The following table sets forth the assets and liabilities of the Company’s discontinued operations included in the consolidated financial statements of the Company as at July 31, 2011 and as at October 31, 2010.

July 31, 2011

October 31, 2010

Accounts Receivables

Prepaid Expenses and Other

Current assets of discontinued operations

Fixed assets of discontinued operations

Deposits of discontinued operations

Accounts Payable and Accrued Expenses

Payroll Liabilities

Customer Advances

Due to Related Parties and Shareholders

Current liabilities of discontinued operations

RELATED PARTY TRANSACTIONS

On June 3, 2011, the Company received $47,000 as a temporary loan from a party having prior association with Mark LM Quinn, Chief Executive Officer of the Company.

The proceeds of the loan was to be used to pay certain operational expenses of the Company.

The Company is obligated to pay the lender the sum of $58,700 in full satisfaction of the loan upon the Company obtaining sufficient funds for such purpose.

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