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  **UNITED STATES SECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549****Form 10-K/A****(Amendment No. 1)**   þ **ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934******For the fiscal year ended December 31, 2008****   o **TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934******For the transition period from                      to**                    ****Commission file number 333-145939****CleanTech Biofuels, Inc.**(Name of small business issuer in its charter)   **Delaware** **33-0754902**(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)   **7386 Pershing Ave., University City, Missouri** **63130**(Address of principal executive offices) (Zip Code)(Issuer’s telephone number): **(314) 802-8670****Securities registered under Section 12(b) of the Exchange Act:**None**Securities registered under Section 12(g) of the Exchange Act:**NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act. Yes o No þIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or15(d) of the Act. Yes o No þIndicate by check mark whether registrant (1) has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorterperiod that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. Yes þ No oIndicate by check mark whether the registrant has submitted electronically and posted on itscorporate Web site, if any, every Interactive Data File required to be submitted and postedpursuant to Rule 405 of Regulation S-T during the preceding 12 months(or for such shorter period that the registrant was required to submit and post such files). Yes o No oIndicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K(229.405) is not contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated by reference in Part III ofthis Form 10-K or any amendment to this Form 10-K. þIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “large acceleratedfiler,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.(Check one):       Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ    (Do not check if a smaller reporting company)  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theAct). Yeso No þThe aggregate market value of the voting and non-voting common equity held by non-affiliates as ofMarch 24, 2009 — $1,830,212As of March 24, 2009, the number of shares outstanding of the Company’s common stock was61,392,253.**DOCUMENTS INCORPORATED BY REFERENCE**None.  
 
 

 
**CLEANTECH BIOFUELS, INC.****TABLE OF CONTENTS**       **PAGE** **PART III**         ITEM 10. Directors, Executive Officers and Corporate Governance  3      ITEM 11. Executive Compensation  5      ITEM 12. Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters  9      ITEM 13. Certain Relationships and Related Transactions and Director Independence  10      ITEM 14. Principal Accountant Fees and Services  11      **PART IV**         ITEM 15. Exhibits and Financial Statement Schedules  11      Signatures  12      Index to Exhibits  13       Exhibit 31.1 Exhibit 31.2 Exhibit 32.1 Exhibit 32.2
 
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**Explanatory Note:**The purpose of this Amendment No. 1 to the Annual Report on Form 10-K/A (the “Amendment”) ofCleantech Biofuels, Inc. (the “Company”) is to amend the Company’s Annual Report on Form 10-K forthe fiscal year ended December 31, 2008 that was originally filed with the Securities and ExchangeCommission (the “SEC”) on March 30, 2009 (the “Original Form 10-K”). This Amendment is being filedsolely to include information previously omitted in reliance on General Instruction G(3) to Form10-K, which provides that registrants may incorporate by reference certain information from adefinitive proxy statement filed with the SEC within 120 days after the end of the fiscal year. TheCompany has determined to include such Part III information by Amendment of the Original Form 10-Krather than by incorporation by reference to the proxy statement. Accordingly, Part III of theOriginal Form 10-K is hereby amended as set forth below.Except as expressly set forth in this Amendment, the Original Form 10-K has not been amended,updated or otherwise modified. This Amendment does not reflect events occurring after the filing ofthe Original Form 10-K or modify or update those disclosures affected by subsequent events.Consequently, all other information is unchanged and reflects the disclosures made at the time ofthe filing of the Original Form 10-K.**PART III.****ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**The Company’s Restated Articles of Incorporation, as amended, and Amended and Restated By-lawsprovide for a division of the Board of Directors into three classes. One of the classes is electedeach year to serve a three-year term. The Company’s Amended and Restated By-Laws currently specifythat the number of directors shall be not less than three nor more than nine, subject to amendmentby the Board of Directors.The following table sets forth for each director, such director’s age, principal occupation for atleast the last five years, present position with the Company, the year in which such director wasfirst elected or appointed a director (each serving continuously since first elected or appointed),directorships with other companies whose securities are registered with the Securities and ExchangeCommission, and the class of such director. As previously reported by the Company, Benton Beckerresigned effective April 1, 2009.**Class I: Terms expiring in 2011**                   **Service as****Name** **Age** **Principal Occupation** **Director Since**Paul Simon, Jr.  50  Mr. Simon has served as aClass I director of ourboard of directors sinceAugust 21, 2007. He is alicensed attorney practicingin St. Louis, Missouri andhas been a partner in thefirm, Sauerwein, Simon, &Blanchard, P.C. since 2006.Prior to that time, he was apartner with the firmHelfrey, Simon and Jones,P.C. from 1991 until 2006.Mr. Simon is a graduate ofthe University of Missouriwhere he received his B.S.in Business Administrationand St. Louis UniversitySchool of Law where hereceived his J.D.  2007 **Class II: Terms expiring in 2009**                   **Service as****Name** **Age** **Principal Occupation** **Director Since**Larry McGee  58  Mr. McGee was a SeniorVice President andChief DevelopmentOfficer with IESICorporation in FortWorth, Texas since1998 until hisretirement in 2005.Founded in 1995, IESIis an environmentalservices company thatcollects, transportsand disposes ofnon-hazardousresidential,industrial andcommercial waste aswell as providingrecycling services.IESI was purchased byBFI Canada in 2005.Prior to joining IESI,Mr. McGee held avariety of managementpositions with variouscompanies in the wastemanagement industryfrom 1982 until 1998.Mr. McGee received hisB.S. in Accountingfrom the University ofTennessee in 1973.From 1974 until 1981he worked as aCertified PublicAccountant.  2007 
 
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                   **Service as****Name** **Age** **Principal Occupation** **Director Since**Ira Langenthal, Phd  70  Dr. Langenthalreceived his BSEE fromCity College of NewYork and M.Eng. and aPhd. (StatisticalCommunications/Information Theory)from Yale University.He also took coursesat Stanford andWharton in Finance andAccounting at Exeterin Corporate Financeand Strategic Planningand at the LevinsonInstitute inLeadership. Early inhis career he was aconsultant to variousorganizationsincluding GeneralInstruments. In 1967Dr. Langenthalco-founded SignalAnalysis IndustriesCorp. (SAJCOR), aninstrumentmanufacturing companyspecializing incommunications,acoustics andvibration and segmentsof the medicalmarkets. In 1972,SAJCOR was purchasedby Honeywell, Inc.Over the next 19 yearsDr. Langenthal workedat Honeywell inpositions ofincreasingresponsibility invirtually every phaseof business includingpositions as Directorof Engineering, VicePresident ofOperations and VicePresident and GeneralManager of Honeywell’sTest InstrumentsDivision. He retiredas a Vice President atHoneywell in 1991.Since his retirement,Dr. Langenthal hasbeen active in theColorado BusinessIncubator initiativeand the ColoradoAdvanced TechnologyInstitute advisingentrepreneurs andstart-up businesses.He also serves on theBoard of Directors ofseveral companies,including Colorado MedTech, a NASDAQ listedcorporation.  2007 **Class III: Terms expiring in 2010**                   **Service as****Name** **Age** **Principal Occupation** **Director Since**Edward P. Hennessey  50  Mr. Hennesseycurrently is ChiefExecutive Officer andPresident of theCompany, and serves asChairman of the Boardof Directors. He alsoserves as a Class IIIdirector with a termthat expires in 2010.Mr. Hennessey has beenthe President and CEOof SRS Energy since2003 and as Presidentof SupercriticalRecovery Systems, Inc.prior to that timesince 2002. Mr.Hennessey began hiscareer in Finance withShearson LehmanBrothers in 1986 andworked in thesecurities industryfrom 1986 until 2000.  2007 **Audit Committee**The Audit Committee is currently comprised of Messrs. McGee (Chairman) and Langenthal, each of whomis “independent” in accordance with the Nasdaq standards, as well as the independence requirementsfor audit committee members under Rule 10A-3 promulgated under the Exchange Act. In addition, theBoard of Directors has determined that McGee is qualified as an “audit committee financial expert”as that term is defined in the rules of the Securities and Exchange Commission. The Audit Committeeevaluates significant matters relating to the audit and internal controls of the Company, reviewsthe scope and results of the audits conducted by the Company’s independent public accountants andperforms other functions or duties provided in the Audit Committee Charter. During the 2008 fiscalyear, the Audit Committee held two meetings.
 
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**Compensation Committee**The Compensation Committee is currently comprised of Messrs. McGee (Chairman) and Simon. TheCompensation Committee reviews the Company’s remuneration policies and practices, includingexecutive compensation, and administers the Company’s stock option plans. During the 2008 fiscalyear, the Compensation Committee held two meetings.**Nomination of Directors**The Board of Directors does not currently have a standing Nominating Committee or a charterregarding the nominating process. The Board of Directors will give appropriate consideration towritten recommendations from stockholders regarding the nomination of qualified persons to serve asdirectors of the Company, provided that such recommendations contain sufficient informationregarding proposed nominees so as to permit the independent members of the Board of Directors toproperly evaluate each nominee’s qualifications to serve as a director. Nominations must beaddressed to the Secretary of the Company at 7386 Pershing Ave, University City, MO 63130. TheBoard of Directors may also conduct their own search for potential candidates that may includecandidates identified directly by a variety of means as deemed appropriate by the independentdirectors.There are no established term limits for service as a director of the Company. In general, it isexpected that each director of the Company will have the highest personal and professional ethics,integrity and values and will consistently exercise sound and objective business judgment. Inaddition, it is expected that the Board of Directors as a whole will be made up of individuals withsignificant senior management and leadership experience, a long-term and strategic perspective andthe ability to advance constructive debate.**Code of Ethics**All directors, officers and employees of the Company, including its Chief Executive Officer and itsChief Financial Officer, are required to comply with the Company’s Code of Ethics to ensure thatthe Company’s business is conducted in a legal and ethical manner. The Code of Ethics covers allareas of business conduct, including employment policies and practices, conflict of interest andthe protection of confidential information, as well as strict adherence to all laws and regulationsapplicable to the conduct of our business. Directors, officers and employees are required to reportany conduct that they believe in good faith to be an actual or apparent violation of our Code ofEthics. The Company, through the Audit Committee, has procedures in place to receive, retain andtreat complaints received regarding accounting, internal accounting control or auditing matters andto allow for the confidential and anonymous submission of concerns regarding questionableaccounting or auditing matters. The Company’s Code of Ethics was filed as Exhibit 14 in itsDecember 31, 2007 Form 10-KSB filed with the Securities and Exchange Commission on March 28, 2008and can be obtained free of charge by written request to the attention of the Secretary of theCompany at 7386 Pershing Ave, University City, MO 63130 or by telephone at (314) 802-8670. Anychanges to or amendments of the Code of Ethics will be filed as a future Exhibit in our filings.**ITEM 11. EXECUTIVE COMPENSATION****Compensation Discussion and Analysis**Our Board appoints the members of its Compensation Committee, which is composed entirely ofindependent directors, except for Paul Simon, Jr. The duties, responsibilities and authority of theCompensation Committee are prescribed by a Compensation Committee Charter, adopted by our Board.The Compensation Committee Charter is reviewed periodically and revised where appropriate. Two keyaspects of the duties and responsibilities of the Compensation Committee are the administration ofour compensation programs, including our equity incentive program, and the approval of compensationfor our executive officers. The Compensation Committee has the authority to retain outside counseland such other experts or consultants as it deems necessary to discharge its duties.
 
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**Our Executive Compensation Policy**We believe that a critical factor in attracting and retaining talented and dedicated managementthat is necessary for our success is the establishment and fair implementation of a comprehensiveexecutive compensation program.Accordingly, our overall compensation philosophy is to offer our executives and other members ofour management team compensation and benefits that meet and enhance our goals of attracting,retaining and motivating highly skilled people to work together as a team to achieve our financialand strategic business objectives. In furtherance of this compensation philosophy, our executivecompensation program is designed to: **•** provide fair and reasonable compensation that meets the competitive environment for executive talent; **•** help motivate the members of our executive team for excellent performance; and **•** align the interests of our executive team members with those of our stockholders and the long-termsuccess of our company.*Compensation Committee Process*While all decisions regarding executive compensation are ultimately made by our CompensationCommittee, in practice, the Compensation Committee generally relies heavily on the recommendationsof the Chief Executive Officer with respect to all of our executive officers (other than the ChiefExecutive Officer himself), particularly with regard to his assessment of each executive officer’sindividual performance against achievement of strategic objectives, level of responsibilityexercised and the level of specialized experience and knowledge required to do the job.Determinations by our Compensation Committee are not made in accordance with strict formulas whichmeasure weighted qualitative and quantitative factors. Rather, such determinations are moresubjective in nature and take into account not only the recommendations of our Chief ExecutiveOfficer, but such other factors as deemed relevant in an effort to blend competitive ranges intoour own internal policies and practices. The Compensation Committee also has sought advice fromThe Hay Group, a compensation consultant.All of our executive officers have entered into three-year employment agreements with the Companyeffective as of August 31, 2007 that provide for, among other things, the base salary, if any, ofsuch executive officer’s compensation package. These employment contracts permit us to increase,but not decrease, base salaries within the contract term.**Elements of our Executive Compensation Program**Our executive officer program consists of three basic elements, namely: base salary, annualincentive bonus, and long-term incentive compensation. Currently our executive officers whosecompensation is reported in the Summary Compensation Table are paid their approved salaries as cashis available and have not been paid any bonus. We expect that in the future we will begin payingthe Named Executive Officers salary and bonuses consistent with their position and job performance.Consistent with our executive officer compensation philosophy, we have structured each element ofour compensation package as follows:**Base Salary**In December 2008, annual base salaries, effective beginning November 2008, were approved of$144,000 for Messrs. Hennessey and Kime and $120,000 for Mr. Jennewein. Mr. Kime was paid hissalary for November and December 2008. Messrs. Hennessey and Jennewein were paid their respectivesalaries for December 2008 and accrued November 2008. In addition, Mr. Hennessey was paid $56,000during 2008 under a previous employment agreement. Salaries are currently paid based on cashavailability. From January 2009 through April 2009, Messrs. Hennessey, Kime and Jennewein havevoluntarily deferred salary for two full months and one partial month. Currently, the salariespaid to our executive officers as a group are substantially less than the salaries typically paidto executives with the experience and background of our executive officers.**Long-Term Incentive Compensation**The long-term incentive awards for our executive officers are made under our 2007 Stock Option Planunder which the Compensation Committee may, among other things, grant or award stock options andother stock-based awards, subject to certain limitations and restrictions as set forth in the plan.Our use of stock-based awards for our executive officers is the primary means by which we provideour executive officers a long-term incentive that becomes more valuable to the executive to theextent our share value increases, thereby aligning each executive’s interest with the interest ofour stockholders.
 
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It is the policy of the Compensation Committee that, with respect to all equity-based compensationfor the executive officers, the award dates for each grant shall be specified by the CompensationCommittee at a duly convened meeting as of a date on or after the date of its action, and that theexercise price or value of the grant shall be determined by reference to the closing price of ourcommon stock on the specified award date. See “Outstanding Equity Awards at Fiscal Year-End” tablefor additional information. Equity grants may also be made to new executive officers uponcommencement of their employment and, on occasion, to executive officers in connection with asignificant change in job responsibility, extraordinary performance, or other reasons.**Bonuses**None of our executive officers were paid a bonus in 2008 or 2007. We do not currently have anybonus plan for executive officers.**Executive Perquisites**Historically, we have not offered perquisites to our executive officers.**Tax and Accounting Implications**Section 162(m) of the Internal Revenue Code generally precludes a public company from taking afederal income tax deduction for annual compensation in excess of $1 million per individual paid toits chief executive officer or the other named executive officers. Under Section 162(m), certaincompensation, including “performance-based compensation,” is excluded from this deductionlimitation. Our intent is to structure compensation paid to our executives to be deductible;however, from time to time, the Compensation Committee may award compensation that may not bedeductible if it determines that such awards are consistent with our compensation philosophy and inthe best interest of our stockholders. We believe that all of the 2008 compensation paid to ourexecutive officers is fully deductible.**Summary Compensation Table**The following table summarizes the total compensation paid or earned by the Company’s PrincipalExecutive Officer, Principal Financial Officer and General Counsel/Chief Operating Officer, theonly executive officers of the Company, (together the “Named Executive Officers”) who served thesepositions during 2008. No compensation was paid to the Company’s Named Executive Officers prior tofiscal year 2007.                           **(1) Stock**    **Name and Principal Position(s)** **Year**  **Salary ($)**  **Options ($)**  **Total ($)** Edward P. Hennessey, President and CEO  2007  $63,000  $38,843  $101,843    2008   68,000   103,574   171,574 Michael D. Kime, General Counsel and COO  2007   —   13,811   13,811    2008   24,000   39,678   63,678 Thomas Jennewein, Chief Financial Officer  2007   —   13,811   13,811    2008   10,000   36,623   46,623    (1) The assumptions made when calculating the amounts in this column are found in footnote10 to the Consolidated Financial Statements of Cleantech Biofuels, Inc., as filed with theSEC on Form 10-K for 2008. The amounts represent the SFAS 123(R) accounting cost that theCompany recorded in its Statements of Operations in each year.Our executive officer program consists of three basic elements, namely: base salary, annualincentive bonus and long-term incentive compensation. None of our Named Executive Officers werepaid a bonus in 2008 or 2007. We expect that in the future we will begin paying the NamedExecutive Officers salary and bonuses consistent with their position and job performance.
 
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**Outstanding Equity Awards at Fiscal Year-End**The following table provides information on stock options and restricted stock awards granted tothe named executive officers that were outstanding as of December 31, 2008. The market values inthis table were computed using the closing price of the Company’s common stock on December 31,2008, which was $0.22.                               Option Awards  Stock Awards           Number of              Market       Number of  Securities          Number  value of       Securities  Underlying          of Shares  shares or       Underlying  Unexercised          or Units  units of       Unexercised  Options (#) -  Option  Option  of Stock  stock that       Options (#) -  Unexercisable  Exercise  Expiration  that have  have   Grant Date  Exercisable  (3)  Price ($)  Date  vested (#)  vested (#) Edward P. Hennessey  8/31/2007   750,000      (1)  1,500,000  $0.15   8/31/2014            12/4/2008   —(2)  1,200,000  $0.36   12/4/2015            12/4/2008                   60,000       (4) $— Michael D. Kime  8/31/2007   266,667      (1)  533,333  $0.15   8/31/2014            12/4/2008   —(2)  800,000  $0.36   12/4/2015            12/4/2008                   60,000       (4) $— Thomas G. Jennewein  8/31/2007   266,667      (1)  533,333  $0.15   8/31/2014            12/4/2008   —(2)  400,000  $0.36   12/4/2015            12/4/2008                   60,000       (4) $—    (1) This option grant vests in three equal annual installments beginning on August 31, 2008. (2) This option grant vests in three equal annual installments beginning on August 31, 2009. (3) The options shown in this column are nonvested as of December 31, 2008. (4) This stock award was granted on December 4, 2008. Each officer issued promissory notes with an exercise price of $0.36.**Option Exercises and Stock Vested**                           Option Awards  Stock Awards   Number of      Number of      Number of      Shares  Value  Shares      Shares  Value   Acquired on  Realized on  Acquired on  Value Upon  Acquired on  Realized on   Exercise (#)  Exercise ($)  Vesting (#)  Vesting ($)  Vesting (#)  Vesting ($) Edward P. Hennessey  —  $—   750,000  $562,500   60,000  $— Michael D. Kime  —  $—   266,667  $200,000   60,000  $— Thomas G. Jennewein  —  $—   266,667  $200,000   60,000  $— The values shown above reflect the market value of Cleantech Biofuels, Inc.common stock as of the vestingdates. These prices ranged from $0.36 to $0.90.**Pension Benefits**None of our Named Executive Officers are covered by a defined pension benefit plan or other similarbenefit plan that provides for payments or other benefits.**Nonqualified Deferred Compensation**We do not have any nonqualified deferred compensation plans.
 
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**Director Compensation**The Company’s non-employee directors received no salary or compensation as a board or committeemember in 2008 and 2007.**Potential Payments Upon Termination or Change-in-Control**Each of the employment agreements with our Named Executive Officers was entered into for an initialterm of employment that commenced as of August 31, 2007 and expires on August 31, 2010. By theirterms, the employment agreements automatically renew for additional one-year periods, unlessterminated by either us or the employee by August 31, 2010.The employment agreements may be terminated upon: (i) our dissolution, (ii) the death or permanentdisability of the employee, (iii) by us upon the employee’s unsatisfactory performance of hisduties under the agreement, (iv) ten days’ written notice by us upon breach or default of the termsof the agreement by the employee, or (v) by the employee upon 30 days’ written notice to us. Theemployment agreements also permit us to terminate the employee’s employment following an act ofmisconduct.If employment is terminated for any of the reasons set forth above, the Named Executive Officersdiscussed above will only receive their base salary accrued but unpaid as of the date of thetermination. If employment is terminated for any reason other than those set forth above and thosesubsequent to a change in control of the Company, as discussed below, the Officers will receive oneyear of base salary. Additionally, for Mr. Hennessey all of his shares subject to stock optionswill vest and for Messrs. Kime and Jennewein one-half of the shares subject to their stock optionswill vest.If, pursuant to a change in control of the Company, an employee’s employment agreement isinvoluntarily terminated, the employee will receive severance pay in an amount equal to his annualbase salary for one year following the date in which he was terminated.**ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERS**The following table sets forth information as of December 31, 2008 with respect to each person orgroup known by the Company to be the beneficial owner of more than five percent of its outstandingshares of Common Stock. Beneficial ownership of shares has been determined in accordance withRule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), under which aperson is deemed to be the beneficial owner of securities if he or she has or shares voting orinvestment power with respect to such securities or has the right to acquire ownership thereofwithin 60 days. Accordingly, the amounts shown in the tables do not purport to represent beneficialownership for any purpose other than compliance with the reporting requirements of the SEC.         ** ** **Amount and Nature of**  **Percent of** **Name and Address of Beneficial Owner** **Beneficial Ownership**  **Class**  Edward P. Hennessey, Jr. (1)  7,443,275   12.1%7310 Forsyth Ave.Clayton, MO 63105        SRS Legacy Trust(2)  8,117,644   13.2%RAM Resources, L.L.C.(3)(4)  6,630,520   10.8%13397 Lakefront DriveEarth City, Missouri 63045        William Meyer(4)  3,832,511   6.1%   (1) Amount represents shares owned by Supercritical Recovery Systems, Inc., of which Mr.Hennessey serves as President and a Member of the Board of Directors. (2) SRS Legacy Trust is an irrevocable trust of which Edward P. Hennessey, Jr. is abeneficiary. Michael Hennessey, Mr. Hennessey’s brother, has sole voting power, and PaulSimon, Jr., one of our directors, has sole dispositive power with respect to these shares. (3) Rodney H. Thomas, as Trustee of the Trust which is the majority owner of RAM Resources,L.L.C., has controlling voting and dispositive power over these shares. (4) Amount includes 1,923,495 shares issuable upon exercise of a warrant to purchase suchshares at $0.13 per share.
 
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**SECURITY OWNERSHIP OF MANAGEMENT**Under regulations of the SEC, persons who have power to vote or to dispose of our shares, eitheralone or jointly with others, are deemed to be beneficial owners of those shares. The followingtable sets forth, as of March 31, 2009, the beneficial ownership of the outstanding Common Stock ofeach current director, each of the executive officers named in the Summary Compensation Table setforth herein and the executive officers and directors as a group. Unless otherwise noted, theCompany believes that all persons named in the table below have sole voting power and dispositivepower with respect to all shares beneficially owned by them.           Amount and Nature of  Percent of Name and Address of Beneficial Owner Beneficial Ownership  Class Edward P. Hennessey, Jr.  8,253,275      (1)  13.3%Michael D. Kime  326,667      (2)  *%Thomas Jennewein  326,667      (2)  *%Benton Becker  357,499      (3)  *%Larry McGee  157,499      (4)  *%Ira Langenthal  157,499      (4)  *%Paul Simon  235,434      (5)  *%Total owned by All Executive Officers and Directors  9,814,540   15.6%   * Less than 1%. (1) Includes the shares described in footnote 1 to the “Security Ownership of CertainBeneficial Owners” table and the vested portion and the portion that will vest within 60days hereof of shares of options and restricted stock. (2) Amounts represent the vested portion and the portion that will vest within 60 dayshereof of shares of options and restricted stock. (3) Mr. Becker resigned from our Board effective April 1, 2009. He will continue to vest inthe restricted shares. Amount includes 157,499 shares vested and the portion that will vestwithin the next 60 days of shares of options and restricted stock and 200,000 sharesjointly held with Joanne Becker. (4) Amounts represent the vested portion and the portion that will vest within 60 dayshereof of shares of options and restricted stock. (5) Amount includes 157,499 shares vested and the portion that will vest within 60 dayshereof of shares of options and restricted stock and shares held individually.We currently have 9,000,000 shares of our common stock approved under our 2007 Stock Option Plan.See Part II, Item 5 in our Original Form 10-K for the table reflecting shares issued and available.**ITEM 13. CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS AND DIRECTOR INDEPENDENCE**From time to time, the Company has engaged in various transactions with certain of its directors,executive officers and other affiliated parties. The following paragraphs summarize certaininformation concerning certain transactions and relationships that have occurred during the pastfiscal year or are currently proposed.Paul Simon, Jr., a director of the Company, is a Member of the law firm Sauerwein, Simon &Blanchard, P.C., which had provided legal services to the Company in prior years.We use the Crane Agency Co. as our broker for business and property insurance. Our CEO’s brotheris currently employed at the Crane Agency Co. and is involved in the negotiation of premiumscharged to us. We expect to purchase additional insurance through the Crane Agency Co. in thefuture.
 
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**Determination of Director Independence**Rules of The NASDAQ Stock Market LLC (“Nasdaq”) require that a majority of the Board of Directorsbe “independent,” as defined in Nasdaq Marketplace Rule 5605(a)(2). Under the Nasdaq rules, theBoard of Directors must make an affirmative determination that a director is independent bydetermining that the director has no relationships that, in the opinion of the Board of Directors,would interfere with the exercise of independent judgment in carrying out the responsibilities of adirector. The Board of Directors has reviewed the independence of its directors under the Nasdaqrules. During this review, the Board of Directors considered transactions and relationships betweeneach director or any member of his family and the Company. The Board of Directors has determinedthat Messrs. Langenthal and McGee are independent under Nasdaq Rule 5605(a)(2).**ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**The following table sets forth the amount of audit fees, tax fees, audit-related fees and all otherfees billed or expected to be billed by Larry O’Donnell, CPA, the Company’s independent registeredpublic accounting firm:           For the years ended December 31,   2008  2007 Audit Fees (1) $9,805  $6,000 Tax Fees  —   — Audit-Related Fees (2)  —   4,200 All Other Fees  —   —        Total Fees $9,805  $10,200           (1) Includes annual financial statement audit. (2) Fees related to the Company’s reverse merger and registration statement during April 2007 through September 2007.**PART IV.****ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**Exhibits     Exhibit  Number Description 31.1  Certification of Chief Executive Officer pursuant to Rule 13a-14(a)and Rule 15d-14(a) of the Securities Exchange Act, as amended 31.2  Certification of principal financial officer pursuant to Rule13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended 32.1  Certificate (Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuantto Section 906 of the Sarbanes-Oxley Act of 2002) of Chief Executive Officer 32.2  Certificate (Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuantto Section 906 of the Sarbanes-Oxley Act of 2002) of principalfinancial officer
 
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**SIGNATURES**Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, theRegistrant has duly caused this report to be signed on its behalf by the undersigned, thereuntoduly authorized.      CleanTech Biofuels, Inc.