UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q





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





For the quarterly period ended: March 31, 2011





or





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





For the transition period from                 to





Commission File Number: 000-03125





MEDCLEAN TECHNOLOGIES, INC.


(Exact Name of registrant as specified in its charter)





Delaware
21-0661726(State or other Jurisdiction of
(I.R.S. Employerincorporation or organization)
Identification Number)





3 Trowbridge Drive


Bethel, Connecticut 06801


(Address of principal executive offices)





(203) 798-1080


(Registrant’s telephone number, including area code)





Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x   No  ̈





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ̈   No  ̈





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act:





 ̈
Large Accelerated Filer
 ̈
Accelerated Filer ̈
Non-Accelerated Filer
x
Smaller Reporting Company





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





As of April 25, 2011, there were 1,275,631,369 shares outstanding of the registrant’s common stock.





TABLE OF CONTENTS





PagePART I—FINANCIAL INFORMATIONItem 1. Financial Statements.
3Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
4Item 3. Quantitative and Qualitative disclosures about Market Risk.
6Item 4. Controls and Procedures.
6PART II—OTHER INFORMATIONItem 1. Legal Proceedings.
8Item1A. Risk Factors.
8Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
8Item 3. Defaults Upon Senior Securities.
8Item 4. (Removed and Reserved).
8Item 5. Other Information.
8Item 6. Exhibits.
8Signatures
9




2


PART I—FINANCIAL INFORMATION





Item 1. Financial Statements





INDEX TO FINANCIAL STATEMENTS





PAGEBALANCE SHEETS AS OF MARCH 31, 2011 (UNAUDITED) AND DECEMBER 31, 2010
F-1UNAUDITED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010
F-2UNAUDITED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010
F-3NOTES TO UNAUDITED FINANCIAL STATEMENTS
F-4




3


MEDCLEAN TECHNOLOGIES, INC.


BALANCE SHEETS





March 31,


December 31,2011


2010(unaudited)ASSETSCurrent assetsCash

$
836,480


$
182,046Accounts receivable, net of $24,693 allowance


103,973



202,646Revenues in excess of billings


7,679



7,679Inventory


248,514



332,833Prepaid expenses


40,820



39,014Total current assets:


1,237,466



764,218Property, plant and equipment, net


110,690



123,339Other assets:Long term inventory


463,844



463,844Deposits


32,808



32,808Total assets

$
1,844,808



1,384,209LIABILITIES AND STOCKHOLDERS’ DEFICITCurrent liabilitiesAccounts payable and accrued liabilities

$
298,990


$
299,386Payroll liabilities


11,083



30,439Accrued liabilities, related party


777,655



714,090Deferred revenue


763,415



550,472Billings in excess of revenue


51,332



51,332Notes payable


229,272



226,347Total current liabilities:


2,131,747



1,872,066Long term debt:Convertible notes, net of debt discount of $215,114 and $304,795


8,386



38,250Total liabilities


2,140,133



1,910,316Stockholders’ deficitPreferred stock, $0.0001 par value, 60,000,000 shares authorized, none issued and outstandingCommon stock, $0.0001 par value; 3,500,000,000 shares authorized; 1,275,581,369 and 970,185,420 shares issued and outstanding as of March 31, 2011 and December 31, 2010, respectively


127,558



97,019Additional paid in capital


30,743,574



29,416,835Accumulated deficit


(31,166,457
)


(30,039,961
)Total stockholders’ deficit:


(295,325
)


(526,107
)Total liabilities and stockholders’ deficit

$
1,844,808


$
1,384,209





See the accompanying notes to these unaudited condensed financial statements


F-1


MEDCLEAN TECHNOLOGIES, INC.


CONDENSED STATEMENTS OF OPERATIONS


(unaudited)





Three months ended March 31,2011


2010RevenuesContract revenue earned

$
450,000


$
-Sales and service revenues


143,624



268,867Total revenues


593,624



268,867Cost of salesContract cost of sales


230,934Sales and service cost of sales


74,982



165,453Total Cost of sales


305,916



165,453Gross profit


287,708



103,414Operating expensesSalaries and wages


562,239



1,192,309General and administrative expenses


358,407



471,165Depreciation


21,040



22,353Total operating expenses


941,686



1,685,827Loss from operations


(653,978
)


(1,582,413
)Other income and expensesInterest and other income


88



234Interest expense


(472,606
)


(2,925
)Net Loss before income taxes


(1,126,496
)


(1,585,104
)Provision for income taxes (benefit)


-



-Net Loss

$
(1,126,496
)

$
(1,585,104
)Loss per common share, basic and fully diluted

$
(0.00
)

$
(0.00
)Weighted average common shares outstanding, basic and fully diluted


1,129,306,013



683,811,787





See the accompanying notes to these unaudited condensed  financial statements


F-2


MEDCLEAN TECHNOLOGIES, INC.


STATEMENTS OF CASH FLOWS


(unaudited)





Three months ended March 31,2011


2010Cash flows from operating activities:Net loss

$
(1,126,496
)

$
(1,585,104
)Adjustments to reconcile net loss to net cash used in operating activitiesDepreciation


22,344



23,739Amortization of debt discount


469,681



-Fair value of common stock, options and warrants issued for services rendered


352,733



1,139,290(Increase) decrease in:Accounts receivable


98,673



(31,796
)Inventory


84,319



21,948Prepaid expenses


(1,806
)


(83,266
)Increase (decrease) in:Accounts payable and accrued liabilities


66,094



178,466Payroll liabilities


(19,356
)


25,070Deferred revenue


212,943



(81,443
)Billings in excess of revenue


-



(39,000
)Net cash provided by (used in) operating activities


159,129



(432,096
)Cash flows from investing activities:Purchase of equipment


(9,695
)


(5,569
)Net cash used in investing activities


(9,695
)


(5,569
)Cash flows from financing activities:Proceeds from issuance of put agreements


125,000



-Proceeds from exercise of warrants


-



93,112Proceeds from lender advances






275,000Proceeds from issuance of convertible notes


380,000



-Net cash provided by financing activities


505,000



368,112(Decrease) increase in cash and cash equivalents


654,434



(69,553
)Cash and cash equivalents, beginning of period


182,046



534,425Cash and cash equivalents, end of period

$
836,480


$
464,872Supplemental disclosures of cash flow information:Cash paid during the period for:Interest

$
1,198


$
-Taxes

$
-


$
-Non cash financing activities:Common stock issued in settlement of convertible notes

$
499,545


$
-





See the accompanying notes to these unaudited condensed  financial statements


F-3


MEDCLEAN TECHNOLOGIES, INC.


NOTES TO UNAUDITED FINANCIAL STATEMENTS


MARCH 31, 2011





NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





A summary of the significant accounting policies applied in the presentation of the accompanying financial statements is as follows:





General





The accompanying unaudited condensed financial statements of MedClean Technologies, Inc. (“MedClean,” the “Company” or “MCLN”), have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.





In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Accordingly, the results from operations for the three-month period ended March 31, 2011, are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.  The unaudited condensed financial statements should be read in conjunction with the December 31, 2010 financial statements and footnotes thereto included in the Company’s Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2011.





The financial statements as December 31, 2010, have been derived from the audited financial statements at that date but do not include all disclosures required by the accounting principles generally accepted in the United States of America.





Business and Basis of Presentation





Effective January 30, 2007, the Company changed its corporate name from General Devices, Inc. to Aduromed Industries, Inc. Effective January 23, 2006, the Company merged (the “Merger”) with Aduromed, whereby Aduromed became the wholly-owned subsidiary of the Company and the former holders of the equity in Aduromed became holders of equity in the Company.  Aduromed was the Company’s sole operating entity before it merged with and into the Company effective January 2, 2009.





Effective January 2, 2009, the Company changed its corporate name from Aduromed Industries, Inc. to MedClean Technologies, Inc. Also effective January 2, 2009, the Company merged its former wholly-owned subsidiary, Aduromed Corporation, with and into the Company.





MedClean is in the business of providing solutions for managing medical waste on site including designing; selling, installing and servicing on site (i.e. “in-situ”) turnkey systems to treat regulated medical waste. The Company provides these systems to hospitals and other medical facilities as efficient, safe, cost effective and legally compliant solutions to incineration, off site hauling of untreated waste and other alternative treatment technologies and methodologies. The MedClean Series System is offered in three configurations: Containerized System, Mobile System and the Fixed System (our traditional fixed installation).


F-4


MEDCLEAN TECHNOLOGIES, INC.


NOTES TO UNAUDITED FINANCIAL STATEMENTS


MARCH 31, 2011





NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Accounts Receivable





The Company assesses the realization of its receivables by performing ongoing credit evaluations of its customers’ financial condition. Through these evaluations, the Company may become aware of a situation where a customer may not be able to meet its financial obligations due to deterioration of its financial viability, credit ratings or bankruptcy.  The Company’s reserve requirements are based on the best facts available to the Company and are reevaluated and adjusted as additional information is received.  The Company’s reserves are also based on amounts determined by using percentages applied to certain aged receivable categories.  These percentages are determined by a variety of factors including, but not limited to, current economic trends, historical payment and bad debt write-off experience.  Allowance for doubtful accounts for accounts and notes receivable was $24,693 as of March 31, 2011 and December 31, 2010, respectively.





Revenue recognition





The Company’s revenue recognition policy is in accordance with the requirements of Staff Accounting Bulletin (“SAB”) No. 104, Revenue Recognition, (“SAB 104”), ASC Topic 605, Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products) and other applicable revenue recognition guidance and interpretations.  System revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured.





Unearned Revenues consist of cash received in advance for goods to be delivered at a future date.  The Company records the payments received from customers as a liability until the products are delivered. Sales are recorded when the products are delivered.





Contract costs include all direct material and labor costs and those indirect costs related to contract performance. Selling, general and administrative costs are charged to expense as incurred.  Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined.  Changes in job performance, job conditions, and estimated profitability may result in revisions to costs and income, which are recognized in the period in which the revisions are determined.  Changes in estimated job profitability resulting from job performance, job conditions, contract penalty provisions, claims, change orders, and settlements, are accounted for as changes in estimates in the current period.





The Company provides a one-year warranty on the systems it installs.  The Company also obtains a one-year warranty on the system components from the component manufacturer, thereby mitigating potential warranty costs.  Accordingly, the Company has accrued no reserve for warranty.  On the installed base after the warranty term has expired, the Company offers a maintenance agreement of one or more years to the customer.  The Customer is billed for, and pays for the maintenance agreement in advance.  Revenues from such maintenance agreements are recognized ratably over the lives of the maintenance agreements, with the excess of the amount collected over the amount recognized as deferred revenue.  At March 31, 2011 and December 31, 2010, the Company had $763,415 and $550,472, respectively, in deferred revenue from system installs and maintenance agreements.





Cash and Cash Equivalents





The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.


F-5


MEDCLEAN TECHNOLOGIES, INC.


NOTES TO UNAUDITED FINANCIAL STATEMENTS


MARCH 31, 2011





NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





The Company maintains cash deposits with financial institutions, which from time to time may exceed federally insured limits.  The Company has not experienced any losses and believes it is not exposed to any significant credit risk from cash.  At March 31, 2011, and December 31, 2010, the Company had cash balances on deposit in one account with a financial institution in excess of the federally insured limits.





Estimates





The preparation of the accompanying 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 revenue and expenses during the reporting periods.  Actual results could differ from those estimates.





Reclassification





Certain reclassifications have been made to prior periods’ data to conform to the current year’s presentation.  These reclassifications had no effect on reported income or losses.





Segment information





Accounting Standards Codification (“ASC”) establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders.  ASC also establishes standards for related disclosures about products and services and geographic areas.  Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance.  The Company applies the management approach to the identification of our reportable operating segment as provided in accordance with ASC.  The information disclosed herein materially represents all of the financial information related to the Company’s principal operating segment.





Dependence on principal customer





For 2011 and going forward, the Company does not anticipate that the loss of any one customer will have a significant adverse impact on the Company’s business.





Fair Values





In the first quarter of fiscal year 2008, the Company adopted Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”).  ASC 820-10 defines fair value, establishes a framework for measuring fair value, and enhances fair value measurement disclosure.  ASC 820-10 delays, until the first quarter of fiscal year 2009, the effective date for ASC 820-10 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).  The adoption of ASC 820-10 did not have a material impact on the Company’s financial position or operations.  Refer to Footnote 10 for further discussion regarding fair valuation.


F-6


MEDCLEAN TECHNOLOGIES, INC.


NOTES TO UNAUDITED FINANCIAL STATEMENTS


MARCH 31, 2011





NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Stock based compensation





The Company has adopted ASC subtopic 718-10, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values.





As more fully described in Note 9 below, the Company granted equity based compensation over the years to employees of the Company under its equity plans.  The Company granted non-qualified stock options to purchase 17,500,000 and 22,500,000 shares of common stock during the three-month period ended March 31, 2011 and 2010, respectively, to employees and directors of the Company.





Fair Value of Financial Instruments





ASC subtopic 825-10 requires disclosure of the fair value of certain financial instruments.  The carrying value of cash and cash equivalents, accounts payable and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments.





Inventory





The Company maintains an inventory, which consists primarily of component parts, spare parts and disposable goods.  The average cost method is utilized in valuing the inventory, and is stated at the lower of cost or market.  The following table summarizes these assets as of March 31, 2011 and December 31, 2010:





March 31,

2011


December 31,

2010Component & spare parts

$
601,005


$
767,325Consumables


40,582



29,252Advance payments


70,771



-Total inventory


712,358



796,577Less current portion


248,514



332,833Inventory, long term portion

$
463,844


$
463,744





F-7


MEDCLEAN TECHNOLOGIES, INC.


NOTES TO UNAUDITED FINANCIAL STATEMENTS


MARCH 31, 2011





NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Property, plant and equipment





The Company has property, plant and equipment that consist of computers and related accessories, and office furniture.  The depreciation is calculated using the straight line method over the life of the property.  All property has a useful life of 3 to 10 years.  The following table summarizes these assets as of March 31, 2011 and December 31, 2010:


March 31,

2011


December 31,

2010Office Furniture

$
179,788


$
170,094Computers and Accessories


208,802



208,802Leasehold Improvements


135,380



135,380523,970



514,276Accumulated Depreciation


413,280



390,937$
110,690


$
123,339





During the three-month periods ended March 31, 2011 and 2010, depreciation expense charged to operations was $22,343 and $23,739, respectively, of which $1,303 and $1,386 was included as part of cost of goods sold, respectively.





Earnings (loss) per common share





The net earnings (loss) per common share are computed by dividing the net loss for the period by the weighted average number of shares outstanding for the period.  Shares issued upon conversion of convertible debt, outstanding warrants and options for the three-month periods ended March 31, 2011 and 2010, amounting to 628,236,190 and 666,162,460, respectively, were not included in the calculation for net loss per common share because it would be antidilutive or its strike price exceeded the average market price of the Company’s common stock for the period.





The numerator and denominator used in the basic and diluted earnings (loss) per share of common stock computations are presented in the following table:





Three months ended March 31,2011


2010NUMERATOR FOR BASIC AND DILUTED EPS (LPS)Net loss (income) per statement of operations

$
(1,126,496
)

$
(1,585,104
)DENOMINATOR FOR BASIC AND DILUTED EPS (LPS)Weighted average shares of common stock outstanding-Basic


1,129,306,013



683,811,787Basic EPS (LPS)

$
(0.00
)

$
(0.00
)Weighted average shares of common stock outstanding-Fully diluted


1,129,306,013



683,811,787Fully diluted EPS (LPS)

$
(0.00
)

$
(0.00
)




F-8


MEDCLEAN TECHNOLOGIES, INC.


NOTES TO UNAUDITED FINANCIAL STATEMENTS


MARCH 31, 2011





NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Recent accounting pronouncements





In July 2010, the FASB issued Accounting Standards Update 2010-20, which amended “Receivables” (Topic 310).  ASU 2010-20 is intended to provide additional information to assist financial statement users in assessing an entity’s risk exposures and evaluating the adequacy of its allowance for credit losses.  The disclosures as of the end of a reporting period are effective for interim and annual reporting periods ending on or after December 15, 2010.  The disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010.  The amendments in ASU 2010-20 encourage, but do not require, comparative disclosures for earlier reporting periods that ended before initial adoption.  However, an entity should provide comparative disclosures for those reporting periods ending after initial adoption.  The adoption of ASU 2010-20 did not have a significant impact on the Company’s financial statements.





On December 21, 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-29, which impacts any public entity that enters into business combinations that are material on an individual or aggregate basis.  The guidance specifies that if a public entity presents comparative financial statements, the entity should disclose revenues and earnings of the combined entity as though the business combination(s) that occurred during the year had occurred at the beginning of the prior annual period when preparing the pro forma financial information for both the current and prior reporting periods.  The guidance also requires that pro forma disclosures be accompanied by a narrative description regarding the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in reported pro forma revenues and earnings.  This guidance is effective for business combinations consummated in periods beginning after December 15, 2010.  We do not believe the adoption of this guidance will have a material impact on our Financial Statements.





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





NOTE 2 - GOING CONCERN MATTERS





The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business.  The Company has incurred substantial recurring losses, which raises substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





The Company has available cash and cash equivalents of approximately $836,480 at March 31, 2011, which it intends to utilize for working capital purposes and to continue developing its business.  To supplement its cash resources, the Company has secured alternative financing arrangements with two investment entities.  While the acquisition of cash through these programs is related to company performance, we believe we will have access to the necessary funds for us to execute our business plan.  However, we continue to incur significant operating losses which will result in the reduction of our cash position.  We cannot assure that we will be able to continue to obtain funding through the alternative financing arrangements and the lack thereof would have a material adverse impact on our business.  Moreover, any equity funding could be substantially dilutive to existing stockholders.  The aforementioned factors raise doubt about our ability to continue as a going concern.  In the event the Company is unable to continue as a going concern, it may pursue a number of different options, including, but not limited to, filing for protection under the federal bankruptcy code.


F-9


MEDCLEAN TECHNOLOGIES, INC.


NOTES TO UNAUDITED FINANCIAL STATEMENTS


MARCH 31, 2011





NOTE 3 – BACKLOG AND CONTRACTS IN PROCESS





Backlog at March 31, 2011, was $1,691,545, compared to $2,116,045 at December 31, 2010.  Once work commences, revenue is recognized upon delivery of the system or completion of the work.  Prior to 2009, revenue was recognized on a percentage of completion basis.  The Company has two remaining contracts in which revenue will be recognized in this manner.  The outstanding backlog value of the percentage of completion contracts is $325,000.  The following table summarizes the percentage of completion outstanding contracts:





Contract


Revenue





Amounts


Revenues in


Billings in excessAmount


Recognized


Backlog


Billed


excess of Billings


of RevenuesOutstanding contracts at March 31, 2011$
231,257


$
29,347


$
201,910


$
21,668


$
7,679


$
-$
287,029


$
163,939


$
123,090


$
215,271


$
-


$
51,332$
518,286


$
193,286


$
325,000


$
236,939


$
7,679


$
51,332Outstanding contracts at December 31, 2010$
231,257


$
29,347


$
201,910


$
21,668


$
7,679


$
-$
287,029


$
163,939


$
123,090


$
215,271


$
-


$
51,332$
518,286


$
193,286


$
325,000


$
236,939


$
7,679


$
51,332





NOTE 4 – SHORT TERM NOTE PAYABLE





The Company’s outstanding unsecured note bears a 12% interest rate and matured on December 15, 2003.  Both parties have entered a verbal agreement to extend the maturity date on this note indefinitely.  No accrued interest has been paid on this note to date.  As of March 31, 2011 and December 31, 2010, the balance due was $229,272 and $226,347, respectively.





NOTE 5 – RELATED PARTY TRANSACTIONS





During 2011 and 2010, the Company had a consulting agreement with a current board member for corporate strategy and finance services.  The current agreement terminates on July 31, 2011.  During the three month period ended March 31, 2011 and 2010, the Company paid $-0- and $-0-, respectively.  At March 31, 2011 and December 31, 2010, the company accrued $72,000 and $288,000, respectively.





In 2009, the Company accrued salary expense and provided a severance package for the former Chief Executive Officer and current board member.  The balance due at March 31, 2011 and December 31, 2010 was $330,340 and $338,774, respectively.


F-10


MEDCLEAN TECHNOLOGIES, INC.


NOTES TO UNAUDITED FINANCIAL STATEMENTS


MARCH 31, 2011





NOTE 6 – LINE OF CREDIT





On August 5, 2010, the Company and Southridge Partners II, LP (“Southridge”) entered into an Equity Credit Agreement (the “Agreement”).  Pursuant to the Agreement, Southridge has agreed to provide the Company with up to $15,000,000 of funding during the 36-month period following the date a registration statement of the Company’s common stock is declared effective by the SEC (the “Equity Line”).  During this 36-month period, commencing on the date on which the SEC first declares effective our registration statement, the Company may request a draw down under the Equity Line by which the Company would sell shares of its common stock to Southridge, which is obligated to purchase the shares under the Agreement.  For each share of our common stock purchased under the Agreement, Southridge will pay ninety-five percent (95%) of the average of two lowest closing bid price of any two applicable trading days, consecutive or inconsecutive, during the five (5) trading day period (the “Valuation Period”) commencing the date a put notice (the “Put Notice”) is delivered to Southridge in a manner provided by the Agreement.  Subject to certain limitations and floor price reductions, the Company may, at its sole discretion, issue a Put Notice to Southridge and Southridge will then be irrevocably bound to acquire such shares.





During the three months ended March 31, 2011, the Company “put” 40,485,830 shares of common stock for $125,000.





NOTE 7 – CONVERTIBLE NOTES





On April 1, 2010, the Company issued a $600,000 Convertible Promissory Note that matures March 31, 2013, in exchange for a promissory note receivable.  The Promissory Note bears a onetime interest charge at a rate of 6% per annum and will be convertible into Company’s common stock at any time at a conversion rate of the higher of (a) 70% of the lowest closing price during the 20 trading days previous to the conversion or (b) par value of the Company’s common stock.





For presentation purposes, the Company offset the unpaid promissory note receivable against the carrying value of the Convertible Promissory Note.





In accordance with Accounting Standards Codification subtopic 470-20, Debt With Conversions and Other Options (“ASC 470-20”), the Company recognized an embedded beneficial conversion feature present in the reporting carrying value of the Convertible Promissory Note.  The Company allocated a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital.  The Company recognized and measured an aggregate of $489,195 of the proceeds, which is equal to the intrinsic value of the embedded beneficial conversion feature, to additional paid-in capital and a discount against the Convertible Note.  The debt discount attributed to the beneficial conversion feature is charged to income as interest expense ratably over the term of the note.





During the three months ended March 31, 2011, the Company issued an aggregate of 179,910,119 shares of its common stock in payment of $279,046 towards the Convertible Promissory Note.  As of March 31, 2011, the $600,000 and $36,000 added interest was converted to common stock.





For the three months ended March 31, 2011, the Company amortized the debt discount and charged $252,928 to interest expense.





As of December 31, 2010, $636,000 has been received on the related note receivable.


F-11


MEDCLEAN TECHNOLOGIES, INC.


NOTES TO UNAUDITED FINANCIAL STATEMENTS


MARCH 31, 2011





NOTE 7 – CONVERTIBLE NOTES (continued)





On June 14, 2010, the Company issued a $600,000 Convertible Promissory Note that matures June 13, 2013 in exchange for a promissory note receivable. The note bears a onetime interest charge at a rate of 6% per annum and will be convertible into Company’s common stock at any time at a conversion rate of the highest of a) 70% of the lowest closing price in the 20 trading days previous to the conversion or b) par value of the Company’s common stock.





For presentation purposes, the Company offset the unpaid promissory note receivable against the carrying value of the note.





In accordance with Accounting Standards Codification subtopic 470-20, Debt With Conversions and Other Options (“ASC 470-20”), the Company recognized an embedded beneficial conversion feature present in the reporting carrying value of the note.  The Company allocated a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital.  The Company recognized and measured an aggregate of $394,000 of the proceeds, which is equal to the intrinsic value of the embedded beneficial conversion feature, to additional paid-in capital and a discount against the note.  The debt discount attributed to the beneficial conversion feature is charged to income as interest expense ratably over the term of the note.





During the three months ended March 31, 2011, the Company issued an aggregate of 85,000,000 shares of its common stock in payment of $220,500 towards the note.





For the three months ended March 31, 2010, the Company amortized the debt discount and charged $211,949 to interest expense.





As of March 31, 2011, $394,000 has been received on the related note receivable.  The note bears 6% per annum interest and is due upon maturity.





On October 14, 2010, the Company issued a $600,000 Convertible Promissory Note that matures October 14, 2013, in exchange for a promissory note receivable.  The note bears a onetime interest charge at a rate of 6% per annum and will be convertible into Company’s common stock at any time at a conversion rate of the higher of (a) 70% of the lowest closing price during the 20 trading days previous to the conversion or (b) par value of the Company’s common stock.





For presentation purposes, the Company offset the unpaid promissory note receivable against the carrying value of the note.





In accordance with Accounting Standards Codification subtopic 470-20, Debt With Conversions and Other Options (“ASC 470-20”), the Company recognized an embedded beneficial conversion feature present in the reporting carrying value of the note.  The Company allocated a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital.  The Company recognized and measured an aggregate of $50,000 of the proceeds, which is equal to the intrinsic value of the embedded beneficial conversion feature, to additional paid-in capital and a discount against the note.  The debt discount attributed to the beneficial conversion feature is charged to operations as interest expense ratably over the term of the note.





For the three months ended March 31, 2011, the Company amortized the debt discount and charged $4,132 to interest expense.





As of March 31, 2011, $50,000 has been received on the related note receivable.


F-12


MEDCLEAN TECHNOLOGIES, INC.


NOTES TO UNAUDITED FINANCIAL STATEMENTS


MARCH 31, 2011





NOTE 8 – CAPITAL STOCK





The Company is authorized to issue 3,500,000,000 shares of common stock, par value $0.0001 per share.  In addition, the Company is authorized to issue 60,000,000 shares of preferred stock, par value $0.0001 per share.





As of March 31, 2011 and December 31, 2010, the Company had 1,275,581,369 and 970,185,420 shares of common stock issued and outstanding, respectively, and no shares of preferred stock issued and outstanding, respectively.





NOTE 9 – WARRANTS AND OPTIONS





Warrants





The following table summarizes the changes in warrants outstanding and related prices for the shares of the Company’s common stock at March 31, 2011:





Exercise Price


Number

Outstanding


Warrants

Outstanding

Weighted

Average

Remaining

Contractual Life

(years)


Weighted

Average

Exercise price


Number

Exercisable


Warrants

Exercisable

Weighted

Average

Exercise Price$
0.0040



16,000,000



2.33


$
0.0040



16,000,000


$
0.00400.0075



69,530,574



2.34



0.0075



69,530,574



0.00750.0250



28,000,000



2.34



0.0250



28,000,000



0.02500.0900



600,000



1.96



0.0900



600,000



0.09000.2400



100,000



1.24



0.2400



100,000



0.2400Total



114,230,574



2.27


$
0.0189



114,230,574


$
0.0119





Transactions involving the Company’s warrant issuance are summarized as follows:


Number of

Shares


Weighted

Average

Price Per

ShareOutstanding at December 31, 2009


156,896,558


$
0.0212Granted


-Exercised


(39,025,598
)


(0.0064
)Canceled or expired


(1,436,000
)


(0.08
)Outstanding at December 31, 2010


116,434,960



0.0189Granted


-Exercised


-



-Canceled or expired


(2,204,386
)


(0.3788
)Outstanding at March 31, 2011


114,230,574


$
0.0119




F-13


MEDCLEAN TECHNOLOGIES, INC.


NOTES TO UNAUDITED FINANCIAL STATEMENTS


MARCH 31, 2011





NOTE 9 – WARRANTS AND OPTIONS (continued)





During the year ended December 31, 2010, the Company issued an aggregate of 39,025,598 shares of common stock in exchange for the exercise of 39,869,261 warrants.  The exercise prices ranged from $0.004 to $0.0075, resulting in proceeds of $209,937.  A total of 5,433,966 warrants were exercised on a cashless basis.





Stock options





The following table summarizes the changes in options outstanding and the related prices for the shares of the Company’s common stock issued to employees and directors of the Company at December 31, 2010:





Options Outstanding





Options ExercisableExercise Prices


Number

Outstanding


Weighted Average

Remaining

Contractual Life

(Years)


Weighted

Average

Exercise Price


Number

Exercisable


Weighted

Average

Exercise Price$
0.00346



17,500,000



4.97


$
0.00346



4,375,000


$
0.00346$
0.00400



539,118,634



3.13


$
0.00400



528,618,634


$
0.00400$
0.00844



80,883,534



4.61


$
0.00844



53,922,356


$
0.00844$
0.02500



2,000,000



2.33


$
0.02500



2,000,000


$
0.02500$
0.02800



22,500,000



3.79


$
0.02800



22,500,000


$
0.02800Total



662,002,168



3.34


$
0.00541



611,415,990


$
0.00535





Transactions involving stock options issued to employees are summarized as follows:





Weighted

AverageNumber of


PriceShares


Per ShareOutstanding at December 31, 2009:


624,726,818


$
0.004Granted


22,500,000



0.028Exercised


(2,690,650
)


(0.004
)Canceled or expired


(34,000
)


(0.004
)Outstanding at December 31, 2010:


644,502,168


$
0.004Granted


17,500,000



0.00346Exercised


-



-Canceled or expired


-



-Outstanding at March 31, 2011:


662,002,168


$
0.00541





On January 14, 2010, the Company granted options to purchase 22,500,000 shares of the Company’s common stock to directors.  The option grants as approved by the Compensation Committee were fully vested when issued and the exercise price is $0.028 per share for five years.


F-14


MEDCLEAN TECHNOLOGIES, INC.


NOTES TO UNAUDITED FINANCIAL STATEMENTS


MARCH 31, 2011





NOTE 9 – WARRANTS AND OPTIONS (continued)





The fair value for these awards was estimated using the Black-Scholes option-pricing model with the following weighted average assumptions, assuming no expected dividends:





Expected life (years)


5Expected volatility


363.22
%Risk-free interest rate


2.51
%Dividend yield


—
%





On January 10, 2011, the Company granted options to purchase 17,500,000 shares of the Company’s common stock to directors.  The option grants as approved by the Compensation Committee vest at 25% every three months from the date of issuance and the exercise price is $0.00346 per share for five years.





The fair value for these awards was estimated using the Black-Scholes option-pricing model with the following weighted average assumptions, assuming no expected dividends:





Expected life (years)


5Expected volatility


114.24
%Risk-free interest rate


1.93
%Dividend yield


—
%





The aggregate fair value of vesting options of $352,733 and $1,021,110 was charged to current period operations for the three months ended March 31, 2011 and 2010, respectively.





NOTE 10 — FAIR VALUE





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





·
Level 1 - Quoted prices in active markets for identical assets or liabilities.





·
Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.





·
Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.


F-15


MEDCLEAN TECHNOLOGIES, INC.


NOTES TO UNAUDITED FINANCIAL STATEMENTS


MARCH 31, 2011





NOTE 10 — FAIR VALUE (continued)





To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.  In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement.





Items recorded or measured at fair value on a recurring basis in the accompanying financial statements consisted of the following items as of March 31, 2011:





March 31, 2011CarryingFinancial instruments

Amount


Fair ValueCash and cash equivalents

$
836,480


$
836,480Accounts receivable


103,973



103,973Accounts payable and accrued liabilities


(1,076,645
)


(1,076,645
)$
(136,192
)

$
(136,192
)





For cash and cash equivalents, accounts receivable, and accounts payable, the carrying amount approximates fair value because of the relative short maturity of those instruments.





The Company adopted the provisions of ASC 825-10 prospectively effective as of the beginning of Fiscal 2008.  For financial assets and liabilities included within the scope of ASC 825-10, the Company was required to adopt the provisions of ASC 825-10 prospectively as of the beginning of Fiscal 2009.  The adoption of ASC 825-10 did not have a material impact on our financial position or results of operations.





NOTE 10 – SUBSEQUENT EVENTS





Subsequent events have been evaluated through the date that the financial statements were issued and determined no reportable event occurred.


F-16


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





Forward Looking Statements





This quarterly report on Form 10-Q and other reports filed by the Company from time to time with the SEC contain or may contain forward-looking statements (collectively the “Filings”) and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management.  Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof.  When used in the Filings, the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan”, or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements.  Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks contained in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed with the SEC on March 31, 2011, relating to the Company’s industry, the Company’s operations and results of operations, and any businesses that the Company may acquire.  Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.





Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements.  Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.





Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).  These accounting principles require us to make certain estimates, judgments and assumptions.  We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made.  These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented.  Our financial statements would be affected to the extent there are material differences between these estimates and actual results.  In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application.  There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result.  The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.





Results of Operations





Three Months Ended March 31, 2011 Compared to Three Months Ended March 31, 2010





Net Revenue





Total revenue for the quarter ended March 31, 2011, was $593,624, compared with $268,867 for the same period in 2010, an increase of $324,757 or 120.8%.





System revenues during the quarter ended March 31, 2011, was $450,000, compared to $-0- in 2010.  The increase in system revenue was the result of the completion of the Company’s first containerized system.  Revenues derived from the sale of consumables, component parts, service billings and amortization of maintenance contracts decreased by $125,243 or 46.6% in the current quarter to $143,624.  The decrease in service billings was a result of fewer service calls required due to equipment failure.  Service billings will continue to fluctuate period to period based upon equipment failure, whether through operator error or wear and tear, and pre-scheduled service activities such as equipment relocation.  Service revenue attributable to contract revenues is recognized at the time of performance and not at the time of contract execution.


4


Gross Profit





Total gross profit for the three months ended March 31, 2011, was $287,709 (48.5% of total revenue), compared with a gross profit of $103,414 (38.5% of total revenue) for the same period in 2010. The increase in gross margin is a result of the Company coverting backlog into revenue in an efficient matter.





Gross profit on system revenue during the three months ended March 31, 2011, was $219,066 compared to $0 for the same period in 2010. Gross profit on the sale of consumables, component parts, service billings and amortization of maintenance contrast during the three months ended March 31, 2011, was $68,642 compared to $103,414 for the same period in 2010.





By continuing to carefully managing the business and working with our vendors, we have been able to ensure that we are invoicing for all services performed and getting the best pricing on parts.  Therefore, the Company has been able to increase our total gross profit as compared to the prior year.





The components of costs of revenues for products include direct materials, depreciation, shipping and rigging costs and contract labor primarily used to install, repair and maintain our equipment.





Operating Expenses





Total operating expenses for the three months ended March 31, 2011, was $941,686, compared with $1,685,827 for the same period in 2010, a decrease of $744,140.  In the three months ended March 31, 2011, we recognized non-cash equity based compensation to service providers and employees of $352,733, as compared to $1,139,290 recorded as equity based compensation for the same period in  2010.





Interest and Other Income





Interest and other income for the three months ended March 31, 2011, was $88, compared to $234 for the same period in 2010.





Interest expense





Interest expense and amortization for the three months ended March 31, 2011, was $472,606, compared with $2,925 for the same period in 2010.  During the three months ended March 31, 2011, we recognized non-cash amortization expense, of convertible note debt discount, amounting to $469,681, compared to $-0- for the same period in 2010.





Net Income (loss)





Net loss for the three month period ended March 31, 2011, was $1,126,496, compared to a loss of $1,585,104 for the same period in 2010.





Liquidity and Capital Resources





The Company’s cash on hand and working capital as of March 31, 2011, and December 31, 2010, are as follows:





March 31,


December 31,2011


2010Cash on hand

$
836,480


$
182,046Working capital (deficit)

$
(894,281
)

$
(1,107,848
)




5


The Company purchased $9,695 in new fixed assets during the three months ended March 31, 2011.  Under current conditions, the Company anticipates purchasing approximately $5,000 in additional fixed assets in 2011.  Net cash provided by operating activities totaled $159,129 for the three months ended March 31, 2011.





Our accounts receivable balance may have dramatic swings from one period to another depending upon the timing and the amount of milestone billings included in the balance at the end of any accounting period.  There are three milestone billings representing a percentage of the contract value for each installment and our payment terms are “upon receipt.”  Receivable balances are typically paid within 15 days of the invoice date.  Billings for maintenance contracts and consumables are due within 45 days and are more numerous but much smaller in value than milestone billings.  We review our outstanding receivable balances on a regular basis to ensure that the allowance for bad debt is adequate.  Due to the varying nature in the timing and amounts of the receivable balances as noted above, the change in the allowance for doubtful account will not necessarily correlate with the increase or decrease in the accounts receivable balance.  The accounts receivable balance as of March 31, 2011, was $103,973 net of an allowance of $24,693, a decrease of $98,673 from year ended December 31, 2010.





Our inventory balance may have dramatic swings from one period to another depending upon the expected installation date of our MedClean systems and our accounts payable balances can have similar swings depending on payment terms and any volume purchases or discounts we may take advantage of from time to time.  During the three months ended March 31, 2011, the Company decreased its inventory on hand by $84,319 to $712,358.





During the three months ended March 31, 2011, we issued an aggregate of $380,000 in exchange for notes receivable, of which, we have collected a total of $380,000 to assist us in meeting our cash needs.  In addition, we received $125,000 from our equity line of credit, whereby we issued an aggregate of 40,485,830 shares of our common stock as part of the put agreement.





To supplement its cash resources, the Company has been pursuing a number of alternative financing arrangements with various investment entities.  We are currently looking to secure additional working capital to provide the necessary funds for us to execute our business plan through various sources, including bank facilities, bridge loans and equity offerings.  However, we continue to incur significant operating losses and the resultant reduction of our cash position.  We cannot assure that we will be able to obtain additional funding, and the lack thereof would have a material adverse impact on our business.  Moreover, any equity funding could be substantially dilutive to existing stockholders.  The aforementioned factors raise substantial doubt about our ability to continue as a going concern.  In the event the Company is unable to continue as a going concern it may pursue a number of different options, including, but not limited to, filing for protection under the federal bankruptcy code.





Item 3. Quantitative and Qualitative Disclosures about Market Risk.





We do not hold any derivative instruments and do not engage in any hedging activities.





Item 4. Controls and Procedures.





(a) Evaluation of Disclosure Controls and Procedures.Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.  Based on that evaluation, our Chief Executive and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.  A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.





Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).  Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.


6


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.  Furthermore, smaller reporting companies face additional limitations.  Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties.  Often, one or two individuals control every aspect of the Company’s operation and are in a position to override any system of internal control.  Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.





Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company’s internal control over financial reporting as of March 31, 2011.  In making this assessment, our Chief Executive Officer and Chief Financial Officer used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework.  Based on this evaluation, Our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2011, our internal control over financial reporting was effective.





(b) Changes in Internal Control over Financial Reporting.There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


7


PART II—OTHER INFORMATION





Item 1. Legal Proceedings.





We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations.  There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.





Item 1A. Risk Factors.





There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed with the SEC on March 31, 2011.





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





There were no unregistered sales of the Company’s equity securities during the quarter ended March 31, 2011, that were not otherwise disclosed on a Form 8-K.





Item 3. Defaults upon Senior Securities.





There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default not cured within 30 days, with respect to any indebtedness of the Company.





Item 4. (Removed and Reserved).





Item 5. Other Information.





None.





Item 6. Exhibits.





Exhibit No.

Description31.1

Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).31.2

Certification by the Principal Accounting Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).32.1

Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Certification by the Principal Accounting Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





* Filed herewith


8


SIGNATURES





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





MEDCLEAN TECHNOLOGIES, INC.Date: April 28, 2011
By:
/s/ David LakyName: David LakyTitle: Chief Executive Officer and Principal Executive OfficerDate: April 28, 2011
By:
/s/ Cheryl K. SadowskiName: Cheryl K. SadowskiTitle: Chief Financial Officer and Principal Accounting Officer




9