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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K
 þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 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.
  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)
 (314) 802-8670
 Securities
registered under Section 12(b) of the Exchange Act:   Securities registered under Section 12(g) of the Exchange Act:
 o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



CLEANTECH BIOFUELS, INC.
TABLE OF CONTENTS
 PAGEPART IITEM 1 Business

    
    3ITEM 1A Risk Factors

    
    11ITEM 1B Unresolved Staff Comments

    
    18ITEM 2 Properties

    
    18ITEM 3 Legal Proceedings

    
    18ITEM 4 (Removed and Reserved)

    
    18PART IIITEM 5 Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

    
    19ITEM 6 Selected Financial Data

    
    20ITEM 7 Managements Discussion and Analysis of Financial Condition and Results of Operations

    
    20ITEM 7A Quantitative and Qualitative Disclosures About Market Risk

    
    29ITEM 8 Financial Statements and Supplemental Data

    
    30ITEM 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

    
    52ITEM 9A Controls and Procedures

    
    52ITEM 9B Other Information

    
    53PART IIIITEM 10 Directors, Executive Officers and Corporate Governance

    
    53ITEM 11 Executive Compensation

    
56ITEM 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

    
    60ITEM 13 Certain Relationships and Related Transactions and Director Independence

    
    61ITEM 14 Principal Accountant Fees and Services

    
    62PART IV.ITEM 15 Exhibits and Financial Statement Schedules

    
62Signatures

    
65Index to Exhibits

    
    66Exhibit 21.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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Statement Regarding Forward-Looking Information
   
    
    our ability to raise additional capital on favorable terms,
    
    our ability to continue operating and to implement our business plan,
    
    the commercial viability of our technologies,
    
    our ability to maintain and enforce our exclusive rights to our technologies,
    
    the demand for and production costs of various energy products made from our biomass,
    
    competition from other alternative energy technologies, and
    
    other risks and uncertainties detailed from time to time in our filings with the SEC.
  
 PART I
 
 ITEM 1.
    
    Business
   3




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Company Overview
        Plan of Operation
   4




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Biomass Feedstock Production
       5




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Diesel Fuel Production
  Bio-Fuel and Bio-Chemical Joint Testing/Research
    New Technologies; Commercializing Existing Technologies
   
    
    construct and operate a commercial plant that: (i) processes MSW into
cellulosic biomass for conversion into energy or chemical products and (ii) separates
recyclables (metals, plastics, glass) for single-stream recycling;
    
    identify and partner with landfill owners, waste haulers and municipalities to
identify locations suitable for our technology; and
    
    pursue additional opportunities to implement our technology in commercial
settings at transfer stations and landfills in the United States and elsewhere in the
world.
   6




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Industry Overview
  
    
    Municipal Solid Waste Landfills (MSWLFs)  includes municipal solid waste, commercial
waste, industrial waste, construction and demolition debris, and bioreactors.
    
    Mass Burn/Incineration Plants
 Municipal Solid Waste Landfills
    Mass Burn/Incineration Plants
 Mass Burn
 Waste-to-Energy (WTE) Plants
 Modular Incinerators
 Refuse-Derived Fuel (RDF) Plants
  7




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
    
    Dry Scrubbers  these wash the air emissions from the WTE process (called the gas
stream) and remove any acidic gases by passing the gas stream through a liquid.
    
    Electrostatic Precipitators (ESP)  these use high voltage electricity to remove up to
98% of all particles remaining in the gas stream after passing through the scrubbers,
including any heavy metal particles.
    
    Fabric Filters (baghouses)  these consist of a series of nearly two thousand fabric
bags made of heat-resistant material which filter remaining particles from the gas stream.
This includes any large concentrations of condensed toxic organic compounds (such as
dioxins) and heavy metal compounds.
  Environmental Matters
  
    
    The Clean Air Act, as well as state laws and regulations impacting air emissions,
including State Implementation Plans related to existing and new national ambient air
quality standards for ozone and particulate matter. Owners and/or operators of air emission
sources are responsible for obtaining permits and for annual compliance and reporting.
    
    The Clean Water Act which requires permits for facilities that discharge wastewaters
into the environment.
    
    The Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act,
which requires certain solid wastes, including hazardous wastes, to be managed pursuant to
a comprehensive regulatory regime.
    
    The National Environmental Policy Act, which requires federal agencies to consider
potential environmental impacts in their decisions, including siting approvals.
  8




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Government Approvals
  Our Technology
  Biomass Recovery Process
   
    
    Cellulosic biomass, a decontaminated, homogeneous feedstock that we expect will
represent approximately 50 to 60 percent of the incoming MSW and will be suitable for
conversion to multiple energy or chemical products.
    
    Separated recyclables (steel cans and other ferrous materials, aluminum cans, plastics,
and glass), which we expect will represent about 25 percent of the MSW input and are sorted
and can be sold to recyclers.
   
    
    the relationship between agitation of the waste material, moisture, and the temperature
and pressure of steam in the vessel uses less energy while obtaining a cleaner biomass
resource;
    
    the method of introduction of steam into the autoclave vessel, the pressure range, along
with the method of full depressurization, and treatment of the steam being vented from the
process to prevent air pollution make our process more environmentally friendly than any
other means to handle MSW;
    
    the method of mixing the heat and steam with the waste uniformly throughout the vessel
create a homogenous feedstock for fuel production; and,
    
    the direct and critical correlation between the length and diameter of the vessel,
internal flighting and the total tonnage of waste to be processed for proper mixing and
product yield.
  9




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Principal Products or Services and their Markets
  Energy/Chemicals
  MSW Processing Services
   Recyclable Byproducts
  Sources and Availability of Raw Materials
    10




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Intellectual Property Terms
 Biomass North America Licensing, Inc.
   PSC Patent
  Employees
  Access to SEC Filings
  
 ITEM 1A.
    
    Risk Factors
   11




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Risks Related to Our Business
 We need to obtain significant additional capital to fund our current operations and complete the
implementation of our business plan, and the failure to secure additional capital will prevent us
from commercializing our technology and executing our plan of operation
  
    
    obtain additional debt or equity financing,
    
    secure significant government grants, and/or
    
    enter into a strategic alliance with a larger energy or chemical company to provide funding.
  We have no operating experience and may not be able to implement our business plan.
   Our Biomass Recovery Process technology may have design and engineering issues that may increase
the costs of using the technology.
    12




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We may not have sufficient legal protection of our technologies and other proprietary rights, which
could result in the loss of some or all of our rights or the use of our intellectual properties by
our competitors.
   We will be dependent on our ability to negotiate favorable feedstock supply and biomass off-take
agreements.
  We may not be able to attract and retain management and other personnel we need to succeed.
  We incur significant costs as a result of being a public company.
   13




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Our failure to adequately adhere to the established corporate governance practices or the failure
or circumvention of our controls and procedures could seriously harm our business.
  Our senior managements limited experience managing a publicly traded company diverts managements
attention from operations and could harm our business.
  Risks Related to our Industry
 As a new small company, we will be at a competitive disadvantage to most of our competitors, which
include larger, established companies that have substantially greater financial, technical,
manufacturing, marketing, distribution and other resources than us.
  Our success is dependent on continued high energy prices.
  Waste processing and energy production is subject to inherent operational accidents and disasters
from which we may not be able to recover, especially if we have only one or a very small number of
facilities.
   14




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Alternative technologies could make our business obsolete.
  Risks Related to Government Regulation and Subsidization
 Enforcement of energy policy regulations could change.
  Costs of compliance may increase with changing environmental and operational safety regulations.
      15




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Risks related to our Common Stock and Stock Price Fluctuation
 Our stock is thinly traded, so you may be unable to sell at or near ask prices or at all.
  
    
    we are a small company that is relatively unknown to stock analysts, stock
brokers, institutional investors and others in the investment community that generate or
influence sales volume; and
    
    stock analysts, stock brokers and institutional investors may be risk-averse
and be reluctant to follow an unproven, early stage company such as ours or purchase or
recommend the purchase of our shares until such time as we became more seasoned and viable.
  Even if an active trading market develops, the market price for our common stock may be highly
volatile and could be subject to wide fluctuations.
  
    
    significant sales of our common stock or other securities in the open market;
    
    speculation in the press or investment community;
    
    actual or anticipated variations in quarterly operating results;
    
    changes in earnings estimates;
    
    publication (or lack of publication) of research reports about us;
    
    increases in market interest rates, which may increase our cost of capital;
    
    changes in applicable laws or regulations, court rulings and other legal actions;
    
    changes in market valuations of similar companies;
    
    additions or departures of key personnel;
    
    actions by our stockholders; and
    
    general market and economic conditions.
 Trading in our common stock is subject to special sales practices and may be difficult to sell.
   16




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
    
    control of the market for the security by one or a few broker-dealers that are
often related to the promoter or issuer;
    
    manipulation of prices through prearranged matching of purchases and sales and
false and misleading press releases;
    
    boiler room practices involving high-pressure sales tactics and unrealistic
price projections by inexperienced sales persons;
    
    excessive and undisclosed bid-ask differentials and markups by selling
broker-dealers; and
    
    the wholesale dumping of the same securities by promoters and broker-dealers
after prices have been manipulated to a desired level, along with the resulting inevitable
collapse of those prices and with consequent investor losses.
  Substantial future sales of our common stock shares in the public market could cause our stock
price to fall.
  Potential issuance of additional common and preferred stock could dilute existing stockholders.
  
    
    exercising voting, redemption and conversion rights to the detriment of the
holders of common stock;
    
    receiving preferences over the holders of common stock regarding a surplus of
funds in the event of our dissolution or liquidation;
    
    delaying, deferring or preventing a change in control of our company; and
    
    discouraging bids for our common stock.
   17




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ITEM 1B.
    
    Unresolved Staff Comments
  
 ITEM 2.
    
    Properties
  
 ITEM 3.
    
    Legal Proceedings
  
 ITEM 4.
    
    (Removed and Reserved)
 18




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PART II
 
 ITEM 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
  Price Range ofCommon Stock (1)Fiscal Year
    
    High
    
    
    LowYear Ended December 31, 2008First Quarter
    
    $
    1.50
    
    
    $
    0.55Second Quarter
    
    $
    1.32
    
    
    $
    0.80Third Quarter
    
    $
    1.20
    
    
    $
    0.21Fourth Quarter
    
    $
    0.75
    
    
    $
    0.07Year Ended December 31, 2009First Quarter
    
    $
    0.28
    
    
    $
    0.02Second Quarter
    
    $
    0.45
    
    
    $
    0.05Third Quarter
    
    $
    0.15
    
    
    $
    0.10Fourth Quarter
    
    $
    0.16
    
    
    $
    0.06Year Ended December 31, 2010First Quarter
    
    $
    0.15
    
    
    $
    0.05Second Quarter
    
    $
    0.14
    
    
    $
    0.04Third Quarter
    
    $
    0.08
    
    
    $
    0.01Fourth Quarter
    
    $
    0.06
    
    
    $
    0.03
 
 (1)
    
    all periods presented are adjusted for the 100 to 1 reverse stock split that occurred on
February 21, 2007    Weighted-Avg
    
    
    Number of Securities RemainingNumber of securities to be
    
    
    Exercise Price of
    
    
    Available for Future Issuanceissued upon Exercise of
    
    
    Outstanding
    
    
    Under Equity Compensation PlansOutstanding Options,
    
    
    Options, Warrants
    
    
    (excluding securities reflected inPlan Category
    
    Warrants and Rights
    
    
    and Rights
    
    
    column (a))(a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders:2007 Stock Option
Plan
    
    
    7,717,000
    
    
    $
    0.12
    
    
    
    6,283,000Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Totals
    
    
    7,717,000
    
    
    
    
    
    
    
    6,283,000
 Dividend Policy
   19




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Recent Sales of Unregistered Securities 
      ITEM 6.
    
    Selected Financial Data
   ITEM 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
   20




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Plan of Operation
    Biomass Feedstock Production
    21




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Diesel Fuel Production
  Bio-Fuel and Bio-Chemical Joint Testing/Research
     22




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New Technologies; Commercializing Existing Technologies
   
    
    construct and operate a commercial plant that: (i) processes MSW into
cellulosic biomass for conversion into energy or chemical products and (ii) separates
recyclables (metals, plastics, glass) for single-stream recycling;
    
    identify and partner with landfill owners, waste haulers and municipalities to
identify locations suitable for our technology; and
    
    pursue additional opportunities to implement our technology in commercial
settings at transfer stations and landfills in the United States and elsewhere in the
world.
   Results of Operations
  Year ended December 31, 2010 compared to the year ended December 31, 2009
 Years ended December 31,2010
    
    
    2009
    
    
    Change
    
    
    % ChangeCosts and expenses:General and administrative
    
    $
    691,428
    
    
    $
    1,087,889
    
    
    $
    (396,461
    )
    
    
    -36
    %Professional fees
    
    
    91,227
    
    
    
    290,023
    
    
    
    (198,796
    )
    
    
    -69
    %Research and development
    
    
    
    
    
    
    693,146
    
    
    
    (693,146
    )
    
    
    -100
    %782,655
    
    
    
    2,071,058
    
    
    
    (1,288,403
    )Other expense (income):Interest
    
    
    407,197
    
    
    
    906,535
    
    
    
    (499,338
    )
    
    
    -55
    %Other income
    
    
    
    
    
    
    (32,000
    )
    
    
    32,000
    
    
    
    N/MInterest income
    
    
    (8,219
    )
    
    
    (11,771
    )
    
    
    3,552
    
    
    
    -30
    %Net loss applicable to common stockholders
    
    $
    1,181,633
    
    
    $
    2,933,822
    
    
    $
    (1,752,189
    )
    
    
    -60
    %
  23




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Costs and expenses:
 General and administrative
 Professional Fees
 Research and Development
 Other expense (income):
 Interest expense
 Other income
 Year ended December 31, 2009 compared to the year ended December 31, 2008
 Years ended December 31,2009
    
    
    2008
    
    
    Change
    
    
    % ChangeCosts and expenses:General and administrative
    
    $
    1,087,889
    
    
    $
    568,115
    
    
    $
    519,774
    
    
    
    91
    %Professional fees
    
    
    290,023
    
    
    
    430,798
    
    
    
    (140,775
    )
    
    
    -33
    %Research and development
    
    
    693,146
    
    
    
    392,471
    
    
    
    300,675
    
    
    
    77
    %2,071,058
    
    
    
    1,391,384
    
    
    
    679,674Other expense (income):Interest
    
    
    906,535
    
    
    
    179,690
    
    
    
    726,845
    
    
    
    404
    %Amortization of technology license
    
    
    
    
    
    
    15,000
    
    
    
    (15,000
    )
    
    
    -100
    %Other income
    
    
    (32,000
    )
    
    
    
    
    
    
    (32,000
    )
    
    
    N/MInterest income
    
    
    (11,771
    )
    
    
    (13,749
    )
    
    
    1,978
    
    
    
    -14
    %Net loss applicable to common stockholders
    
    $
    2,933,822
    
    
    $
    1,572,325
    
    
    $
    1,361,497
    
    
    
    87
    %
  24




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Costs and expenses:
 General and administrative
 Professional Fees
 Research and Development
 Other expense (income):
 Interest expense
 Amortization
 Other income
 Liquidity and Capital Resources
  Debt
 Convertible Notes Payable
   25




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CMS Acquisition, LLC Note Payable
   26




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Vertex (formerly WWT) Note Payable
  Series A Convertible Debentures
   Summary of Cash Flow Activity
 For the Years Ended December 31,2010
    
    
    2009
    
    
    2008Net cash used by operating activities
    
    $
    (245,033
    )
    
    $
    (715,264
    )
    
    $
    (866,285
    )Net cash used by investing activities
    
    
    
    
    
    
    (20,702
    )
    
    
    (200,180
    )Net cash provided by financing activities
    
    
    250,094
    
    
    
    640,261
    
    
    
    1,042,726
 Net cash used by operating activities
  Net cash used by investing activities
   27




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Net cash provided by financing activities
  Contractual Obligations and Commitments
  Payments due by PeriodLess than 1
    
    
    
    
    
    
    
    
    
    
    More than 5Total
    
    
    year
    
    
    1 to 3 years
    
    
    4 to 5 years
    
    
    yearsConvertible Notes (1)
    
    $
    1,927,000
    
    
    $
    1,927,000
    
    
    $
    
    
    
    $
    
    
    
    $
    CMS Acquition Note (2)
    
    
    106,000
    
    
    
    106,000
    
    
    
    
    
    
    
    
    
    
    
    Capital Lease (3)
    
    
    2,500
    
    
    
    2,500
    
    
    
    
    
    
    
    
    
    
    
    Operating Lease (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    2,035,500
    
    
    $
    2,035,500
    
    
    $
    
    
    
    $
    
    
    
    $
    
 
 (1)
    
    Amount represents value of principal amount of notes and estimates for interest. These
notes are with various
individuals, carry one-year terms and are convertible into shares of Common Stock at the
noteholders option. The
first of these notes matured in April 2010. If the noteholders do not convert their notes into
shares of Common Stock,
the notes will have to be repaid or refinanced.(2)
    
    Amount represents value of principal amount of note and interest and is secured by a security
interest in the
PSC Patent. Final payment on this note is due May 15, 2011.(3)
    
    Represents lease on office furniture.(4)
    
    The lease for our office space expired December 2010 and is currently being negoiated while we
occupy the space. Off-Balance Sheet Arrangements
   
    
    a retained or contingent interest in assets transferred to the unconsolidated
entity or similar arrangement that serves as credit;
    
    liquidity or market risk support to such entity for such assets; or
    
    an obligation, including a contingent obligation, arising out of a variable
interest in an unconsolidated entity that is held by, and material to, us where such entity
provides financing, liquidity, market risk or credit risk support to, or engages in
leasing, hedging, or research and development services with us.
 Critical Accounting Estimates
 Long-Lived Assets 
  28




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Deferred Taxes 
 Stock-Based Compensation
 Convertible Notes Payable and Warrants 
 Fair Value Measurement
 
    
    Level 1  Quoted prices in active markets that are unadjusted and accessible at the
measurement date for identical, unrestricted assets or liabilities;
    
    Level 2  Quoted prices for identical assets and liabilities in markets that are not
active, quoted prices for similar assets and liabilities in active markets, or financial
instruments for which significant inputs are observable, either directly or indirectly;
    
    Level 3  Prices or valuations that require inputs that are both significant to the
fair value measurement and unobservable.
  Contingent Liabilities
 
 ITEM 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
   29




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ITEM 8.
    
    Financial Statements and Supplemental Data
  REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 CleanTech Biofuels, Inc.
     MILHOUSE & NEAL, LLP
   30




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CleanTech Biofuels, Inc.
    MILHOUSE & NEAL, LLP
  31




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CleanTech Biofuels, Inc.
    MILHOUSE & NEAL, LLP
  32




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CLEANTECH BIOFUELS, INC.
(formerly Alternative Ethanol Technologies, Inc.)
(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS
 December 31,
    
    
    December 31,2010
    
    
    2009ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    5,973
    
    
    $
    912Prepaids and other current assets
    
    
    39,905
    
    
    
    36,48145,878
    
    
    
    37,393Property and equipment, net
    
    
    9,777
    
    
    
    20,308Non-Current Assets:Technology licenses, net
    
    
    1,521,250
    
    
    
    1,521,250Patents
    
    
    600,000
    
    
    
    600,000Total Assets
    
    $
    2,176,905
    
    
    $
    2,178,951LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Current Liabilities:Accounts payable
    
    $
    392,950
    
    
    $
    302,898Accrued interest
    
    
    121,260
    
    
    
    83,142Accrued professional fees and other
    
    
    487,835
    
    
    
    175,693Notes payable, net
    
    
    1,871,669
    
    
    
    1,401,925Series A convertible debentures
    
    
    
    
    
    
    140,000Deferred revenue
    
    
    50,000
    
    
    
    50,000Capital lease
    
    
    1,211
    
    
    
    4,869Total Current Liabilities
    
    
    2,924,925
    
    
    
    2,158,527Capital Lease
    
    
    
    
    
    
    1,235STOCKHOLDERS EQUITY (DEFICIT)Preferred stock, $0.001 par value; 10,000,000 authorized shares; no shares
issued or outstanding
    
    
    
    
    
    
    Common stock, $0.001 par value; 240,000,000 authorized shares;
68,309,679 and 66,256,824 shares issued and outstanding at
December 31, 2010 and 2009, respectively
    
    
    68,310
    
    
    
    66,257Additional paid-in capital
    
    
    6,301,726
    
    
    
    5,911,136Notes receivable  restricted common stock
    
    
    (295,057
    )
    
    
    (316,838
    )Deficit accumulated during the development stage
    
    
    (6,822,999
    )
    
    
    (5,641,366
    )Total Stockholders Equity (Deficit)
    
    
    (748,020
    )
    
    
    19,189Total Liabilities and Stockholders Equity (Deficit)
    
    $
    2,176,905
    
    
    $
    2,178,951
 The accompanying notes are an integral part of these financial statements
  33




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CLEANTECH BIOFUELS, INC.
(formerly Alternative Ethanol Technologies, Inc.)
(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS
 July 14, 2004(inception) toYears ended December 31,
    
    
    December 31,2010
    
    
    2009
    
    
    2008
    
    
    2010Costs and expenses:General and administrative
    
    $
    691,428
    
    
    $
    1,087,889
    
    
    $
    568,115
    
    
    $
    2,847,067Professional fees
    
    
    91,227
    
    
    
    290,023
    
    
    
    430,798
    
    
    
    1,140,691Research and development
    
    
    
    
    
    
    693,146
    
    
    
    392,471
    
    
    
    1,217,847782,655
    
    
    
    2,071,058
    
    
    
    1,391,384
    
    
    
    5,205,605Other expense (income):Interest
    
    
    407,197
    
    
    
    906,535
    
    
    
    179,690
    
    
    
    1,560,190Amortization of technology license
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    35,000Deposit forfeiture
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25,000
    )Other income
    
    
    
    
    
    
    (32,000
    )
    
    
    
    
    
    
    (32,000
    )Interest income
    
    
    (8,219
    )
    
    
    (11,771
    )
    
    
    (13,749
    )
    
    
    (55,144
    )398,978
    
    
    
    862,764
    
    
    
    180,941
    
    
    
    1,483,046Income tax benefit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    $
    1,181,633
    
    
    $
    2,933,822
    
    
    $
    1,572,325
    
    
    $
    6,688,651Basic and diluted net loss per common share
    
    $
    0.02
    
    
    $
    0.05
    
    
    $
    0.03
    
    
    $
    0.13Weighted average common shares outstanding
    
    
    67,924,219
    
    
    
    63,069,675
    
    
    
    56,857,870
    
    
    
    50,727,711
 The accompanying notes are an integral part of these financial statements
  34




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##### Table of Contents



CLEANTECH BIOFUELS, INC.
(formerly Alternative Ethanol Technologies, Inc.)
(A Development Stage Company)



Consolidated Statements of Changes in Stockholders Equity (Deficit)
 Notes Rec -Additional
    
    
    restricted
    
    
    July 14, 2004Common Stock
    
    
    Paid-in
    
    
    common
    
    
    (inception) toShares
    
    
    Amount
    
    
    Capital
    
    
    stock
    
    
    Dec 31, 2010Balances at December 31, 2007
    
    
    49,343,680
    
    
    
    49,344
    
    
    
    364,260
    
    
    
    (90,000
    )
    
    
    (1,135,219
    )Conversion of promissory notes in March and April
2008 at $.15 per share
    
    
    8,888,911
    
    
    
    8,889
    
    
    
    1,324,448Shares released from escrow to HFTA in Sep-08 at $.52/share
    
    
    962,562
    
    
    
    962
    
    
    
    499,570Shares issued in accordance with Biomass North America
Licensing, Inc. merger in Sep-08 at $.75/share
    
    
    1,895,000
    
    
    
    1,895
    
    
    
    1,419,355Discounts on Notes Payable
    
    
    
    
    
    
    
    
    
    
    783,853Issuance of restricted shares to Employees in Dec-08
at $.36 per share
    
    
    180,000
    
    
    
    180
    
    
    
    64,620
    
    
    
    (64,800
    )Interest on Notes Receivable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,767
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    218,992Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,572,325
    )Balances at December 31, 2008
    
    
    61,270,153
    
    
    
    61,270
    
    
    
    4,675,098
    
    
    
    (162,567
    )
    
    
    (2,707,544
    )Conversions of convertible notes in 2009 at $.25 per share
    
    
    466,268
    
    
    
    466
    
    
    
    116,102Conversions of convertible notes in 2009 at $.08 per share
    
    
    687,500
    
    
    
    688
    
    
    
    35,967Discounts on Notes Payable
    
    
    
    
    
    
    
    
    
    
    391,069Issuances of shares in August 2009 at $.13 per share for
Net Issuance Elections for warrants
    
    
    357,778
    
    
    
    358
    
    
    
    (358
    )Issuance of restricted shares in June and December 2009
at $.12 and $.06 per share, respectively
    
    
    1,250,000
    
    
    
    1,250
    
    
    
    111,250
    
    
    
    (112,500
    )Shares released from escrow to HFTA in Aug-09 at $.10/share
    
    
    1,925,125
    
    
    
    1,925
    
    
    
    190,587Issuance of restricted shares to Directors in Sep-09 at
$.10 per share
    
    
    300,000
    
    
    
    300
    
    
    
    29,700
    
    
    
    (30,000
    )Interest on Notes Receivable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,771
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    361,721Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,933,822
    )Balances at December 31, 2009
    
    
    66,256,824
    
    
    
    66,257
    
    
    
    5,911,136
    
    
    
    (316,838
    )
    
    
    (5,641,366
    )Discounts on Notes Payable
    
    
    
    
    
    
    
    
    
    
    128,054Issuance of restricted shares to a Director in 
Feb-10 at
$.10 per share
    
    
    150,000
    
    
    
    150
    
    
    
    14,850
    
    
    
    (15,000
    )Conversion of Debentures in Apr-10 at $.08 per share
    
    
    2,069,375
    
    
    
    2,069
    
    
    
    163,480Conversion of Convertible Note in June-10
at $.08 per share
    
    
    133,480
    
    
    
    134
    
    
    
    10,545Interest on Notes Receivable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,815
    )Expiration of certain Notes Receivable in Aug-10
at $.15 per share
    
    
    (300,000
    )
    
    
    (300
    )
    
    
    (44,700
    )
    
    
    53,596Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    118,361Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,181,633
    )Balances at December 31, 2010
    
    
    68,309,679
    
    
    $
    68,310
    
    
    $
    6,301,726
    
    
    $
    (295,057
    )
    
    $
    (6,822,999
    )
 The accompanying notes are an integral part of these financial statements.
  35




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##### Table of Contents



CLEANTECH BIOFUELS, INC.
(formerly Alternative Ethanol Technologies, Inc.)
(A Development Stage Company)
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 July 14, 2004Year Ended
    
    
    (inception) toDecember 31,
    
    
    December 31,2010
    
    
    2009
    
    
    2008
    
    
    2010Operating ActivitiesNet loss applicable to common stockholders
    
    $
    (1,181,633
    )
    
    $
    (2,933,822
    )
    
    $
    (1,572,325
    )
    
    $
    (6,688,651
    )Adjustments to reconcile net loss applicable to common
stockholders to net cash used by operating activities:Items that did not use (provide) cash:Common stock issued for organizational costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100Depreciation
    
    
    10,531
    
    
    
    19,220
    
    
    
    28,572
    
    
    
    58,579Amortization
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    35,000Interest income
    
    
    (8,219
    )
    
    
    (11,771
    )
    
    
    (7,767
    )
    
    
    (27,757
    )Amortization of discounts (interest expense) and
other financing charges
    
    
    287,968
    
    
    
    815,526
    
    
    
    138,952
    
    
    
    1,242,444Share-based compensation expense
    
    
    118,361
    
    
    
    361,721
    
    
    
    218,992
    
    
    
    738,203Write-off of technology license
    
    
    
    
    
    
    693,045
    
    
    
    97,500
    
    
    
    790,545Fair value of RAM warrant settlement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    125,027Changes in operating assets and liabilities that provided
(used) cash, net:Prepaids and other current assets
    
    
    7,191
    
    
    
    53,440
    
    
    
    3,681
    
    
    
    (7,531
    )Technology license
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (132,500
    )Accounts payable
    
    
    90,052
    
    
    
    63,973
    
    
    
    146,937
    
    
    
    392,950Other assets and other liabilities
    
    
    118,574
    
    
    
    113,961
    
    
    
    34,523
    
    
    
    308,174Accrued liabilities
    
    
    312,142
    
    
    
    109,443
    
    
    
    29,650
    
    
    
    487,835Net cash used by operating activities
    
    
    (245,033
    )
    
    
    (715,264
    )
    
    
    (866,285
    )
    
    
    (2,677,582
    )Cash Flows Provided (Used) by Investing ActivitiesAcquisition of patent, net
    
    
    
    
    
    
    
    
    
    
    (150,000
    )
    
    
    (150,000
    )Merger of Biomass North America Licensing, Inc., net
    
    
    
    
    
    
    
    
    
    
    (20,000
    )
    
    
    (20,000
    )Acquisition of HFTA technology, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Expenditures for equipment
    
    
    
    
    
    
    (20,702
    )
    
    
    (30,180
    )
    
    
    (54,237
    )Net cash used by investing activities
    
    
    
    
    
    
    (20,702
    )
    
    
    (200,180
    )
    
    
    (224,237
    )Cash Flows Provided (Used) by Financing ActivitiesAdvances  related parties
    
    
    (10,615
    )
    
    
    (21,576
    )
    
    
    
    
    
    
    (32,373
    )Payments on capital lease, including interest
    
    
    (4,959
    )
    
    
    (5,049
    )
    
    
    (3,787
    )
    
    
    (13,903
    )Series A Convertible Debentures, including interest
    
    
    
    
    
    
    
    
    
    
    474,900
    
    
    
    1,424,900Issuance of Note Payable
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    100,000Issuance of Convertible Notes Payable
    
    
    385,000
    
    
    
    958,500
    
    
    
    607,000
    
    
    
    1,950,500Payments on Note Payable
    
    
    (219,332
    )
    
    
    (291,614
    )
    
    
    (35,387
    )
    
    
    (546,332
    )Sale of common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000Net cash provided by financing activities
    
    
    250,094
    
    
    
    640,261
    
    
    
    1,042,726
    
    
    
    2,907,792Net increase (decrease) in cash and cash equivalents
    
    
    5,061
    
    
    
    (95,705
    )
    
    
    (23,739
    )
    
    
    5,973Cash and cash equivalents at beginning of period
    
    
    912
    
    
    
    96,617
    
    
    
    120,356
    
    
    
    Cash and cash equivalents at end of period
    
    $
    5,973
    
    
    $
    912
    
    
    $
    96,617
    
    
    $
    5,973
  36




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##### Table of Contents



CLEANTECH BIOFUELS, INC.
(formerly Alternative Ethanol Technologies, Inc.)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS contd
 July 14, 2004Year Ended
    
    
    (inception) toDecember 31,
    
    
    December 31,2010
    
    
    2009
    
    
    2008
    
    
    2010Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    721
    
    
    $
    3,036
    
    
    $
    1,174
    
    
    $
    10,967Supplemental disclosure of noncash investing and
financing activities:Promissory notes receivable related to Series A Convertible
Debentures
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    450,000Capital lease related to the purchase of equipment
    
    $
    
    
    
    $
    
    
    
    $
    14,119
    
    
    $
    14,119Common stock issued for organizational costs
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    100Common stock issued for promissory notes
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    133,596Common stock issued for Debentures converted
    
    $
    165,550
    
    
    $
    
    
    
    $
    1,333,337
    
    
    $
    1,498,887Common stock issued for convertible notes converted
    
    $
    10,678
    
    
    $
    153,009
    
    
    $
    
    
    
    $
    182,770Common stock and note payable issued for acquistion of Biomass
    
    $
    
    
    
    $
    
    
    
    $
    1,501,250
    
    
    $
    1,501,250Common stock issued for HFTA
    
    $
    
    
    
    $
    192,513
    
    
    $
    500,532
    
    
    $
    693,045
 The accompanying notes are an integral part of these financial statements
  37




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##### Table of Contents



CLEANTECH BIOFUELS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 1  Organization and Business
       Note 2  Summary of Significant Accounting Policies
 Use of Estimates 
  38




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##### Table of Contents



Consolidation
 Research and Development Costs 
 Impairment of Long-Lived Assets 
 Intellectual Property 
 Property, plant and equipment 
 Income Taxes 
  Convertible Notes Payable and Warrants 
 Stock-based compensation 
  39




---



##### Table of Contents



Fair Value Measurement
 
    
    Level 1  Quoted prices in active markets that are unadjusted and accessible at the
measurement date for identical, unrestricted assets or liabilities;
 
    
    Level 2  Quoted prices for identical assets and liabilities in markets that are not
active, quoted prices for similar assets and liabilities in active markets, or financial
instruments for which significant inputs are observable, either directly or indirectly;
 
    
    Level 3  Prices or valuations that require inputs that are both significant to the
fair value measurement and unobservable.
  Contingent Liabilities
 Dividends
 Net Loss per Common Share 
 Recent Accounting Pronouncements 
  40




---



##### Table of Contents



Note 3  Mergers/Acquisitions
    41




---



##### Table of Contents



Note 4  Property and Equipment
  December 31,2010
    
    
    2009Computers
    
    $
    7,999
    
    
    $
    8,857Furniture and fixtures
    
    
    15,799
    
    
    
    15,799Plant and equipment
    
    
    18,700
    
    
    
    18,70042,498
    
    
    
    43,356Accumulated Depreciation
    
    
    (32,721
    )
    
    
    (23,048
    )Total
    
    $
    9,777
    
    
    $
    20,308
  Note 5  Patent
    42




---



##### Table of Contents



Note 6  Technology Licenses
 Biomass North America Licensing, Inc.
   HFTA, Inc.
   Bio-Products International, Inc.
   43




---



##### Table of Contents



Note 7  Debt
 December 31,2010
    
    
    2009Convertible Notes Payable, net of discounts of $-0- and $7,137 at
December 31,
2010 and 2009, respectively, which are made up of various individual notes
with an aggregate face value of $-0- and $502,000 at December 31, 2010 and
2009, respectively, interest at 6.0%
    
    $
    
    
    
    $
    494,863Convertible Notes Payable, net of discounts of $26,596 and $187,880 at
December 31, 2010 and 2009, respectively, which are made up of various
individual notes with an aggregate face value of $1,703,329 and $898,500
at December 31, 2010 and 2009, respectively, due in one year from date of
note, interest at 6.0%
    
    
    1,676,733
    
    
    
    710,620Convertible Notes Payable, net of discounts of $-0- and $-0- at
December 31,
2010 and 2009, respectively, which are made up of various individual notes
with an aggregate face value of $35,000 and $-0- at December 31, 2010 and
2009, respectively, due in one year from date of note, interest at 6.0%
    
    
    35,000
    
    
    
    CMS Acquisition, LLC Note Payable, net of discount of $3,492 and $-0- at
December 31, 2010 and 2009, respectively, with a face value of $100,000 and
$-0- at December 31, 2010 and 2009, respectively, due on February 28, 2011,
interest at 6.0%
    
    
    96,508
    
    
    
    Convertible Note Payable, net of discounts of $11,573 and $-0- at
December 31,
2010 and 2009, respectively, which is made up of an individual note with a face
value of $75,000 and $-0- at December 31, 2010 and 2009, respectively, due in
one year from date of note, interest at 12.0%
    
    
    63,427
    
    
    
    Vertex (formerly WWT) Note Payable, net of discount of $-0- and $6,558
at
December 31, 2010 and 2009, respectively, with a face value of $-0- and $203,000,
respectively. Repaid September 1, 2010, interest at 6.0%
    
    
    
    
    
    
    196,442Series A Convertible Debentures, converted April 16, 2010, interest at
6.0%
    
    
    
    
    
    
    140,000Total debt
    
    
    1,871,668
    
    
    
    1,541,925Current maturities
    
    
    (1,871,668
    )
    
    
    (1,541,925
    )Long-term portion, less current maturities
    
    $
    
    
    
    $
    
  44




---



##### Table of Contents



Convertible Notes Payable
      45




---



##### Table of Contents



CMS Acquisition, LLC Note Payable
  Vertex (formerly WWT) Note Payable
  Series A Convertible Debentures
    Note 8  Stockholders Deficit
   46




---



##### Table of Contents



Note 9  Related Party Transactions
    47




---



##### Table of Contents



Note 10  Share-based Payments
    48




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##### Table of Contents



For the years ended December 31,2010
    
    
    2009
    
    
    2008Risk-free interest rate
    
    1.76%-2.58%
    
    
    2.44%
    
    
    1.57%Dividend yield
    
    0%
    
    
    0%
    
    
    0%Volatility
    
    24.3%-28.9
    
    
    29.58%
    
    
    36.91%Expected term (years)
    
    5.0
    
    
    5.0
    
    
    4.8Weighted-average Fair Value
    
    $.02-$.03
    
    
    $0.03
    
    
    $0.12
  For the Year Ended December 31,2010
    
    
    2009
    
    
    2008Pre-tax compensation expense:Stock options
    
    $
    118,361
    
    
    $
    361,721
    
    
    $
    218,992Warrants
    
    
    
    
    
    
    
    
    
    
    Total expense
    
    
    118,361
    
    
    
    361,721
    
    
    
    218,992Tax benefit, net
    
    
    
    
    
    
    
    
    
    
    After-tax compensation expense
    
    $
    118,361
    
    
    $
    361,721
    
    
    $
    218,992
    49




---



##### Table of Contents



Weighted
    
    
    AggregateShares Under
    
    
    Average
    
    
    intrinsicOption
    
    
    Exercise Price
    
    
    valueOptions outstanding at December 31, 2007
    
    
    4,010,000
    
    
    $
    0.15
    
    
    
    (1
    )Granted
    
    
    2,500,000
    
    
    
    0.26Exercised
    
    
    Forfeited
    
    
    Options outstanding at December 31, 2008
    
    
    6,510,000
    
    
    $
    0.19
    
    
    
    (1
    )Granted
    
    
    305,000
    
    
    
    0.10Exercised
    
    
    Forfeited
    
    
    Options outstanding at December 31, 2009
    
    
    6,815,000
    
    
    $
    0.19
    
    
    
    (1
    )Granted
    
    
    322,000
    
    
    
    0.07Exercised
    
    
    Forfeited
    
    
    (1,600,000
    )
    
    
    0.26Options outstanding at December 31, 2010
    
    
    5,537,000
    
    
    $
    0.16
    
    
    
    (1
    )Options exercisable at December 31, 2010
    
    
    4,923,667
    
    
    $
    0.14
    
    
    
    (1
    )
 (1)
    
    The weighted-average exercise price at December 31, 2010, 2009 and 2008 for all
outstanding
and exercisable options was greater than the fair value of the Companys common stock on
that date, resulting in an aggregate intrinsic value of $-0-.  WeightedRestricted
    
    
    AverageShares Issued
    
    
    Exercise PriceBalance as of December 31, 2007
    
    
    600,000
    
    
    $
    0.15Granted
    
    
    180,000
    
    
    
    0.36Exercised
    
    
    Forfeited
    
    
    Balance as of December 31, 2008
    
    
    780,000
    
    
    $
    0.20Granted
    
    
    1,550,000
    
    
    
    0.09Exercised
    
    
    Forfeited
    
    
    Balance as of December 31, 2009
    
    
    2,330,000
    
    
    $
    0.13Granted
    
    
    150,000
    
    
    
    0.10Exercised
    
    
    Forfeited
    
    
    (300,000
    )
    
    
    0.15Balance as of December 31, 2010
    
    
    2,180,000
    
    
    $
    0.12Restricted stock vested at December 31, 2010
    
    
    2,054,991
    
    
    $
    0.12
 Note 11  Income Taxes
    50




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##### Table of Contents



At December 31,2010
    
    
    2009Start-up costs
    
    $
    580,000
    
    
    $
    480,000Net operating loss carryforward
    
    
    730,000
    
    
    
    701,000Accrual to cash conversion
    
    
    801,000
    
    
    
    516,000Share-based compensation related to stock options
    
    
    287,000
    
    
    
    241,000Other
    
    
    8,000
    
    
    
    8,000Total
    
    
    2,406,000
    
    
    
    1,946,000Valuation allowance
    
    
    (2,406,000
    )
    
    
    (1,946,000
    )Net deferred tax asset
    
    $
    
    
    
    $
    
 Note 12  Commitments and Contingencies
 Leases 
 Note 13  Subsequent Events
     51




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##### Table of Contents



Note 14  Quarterly Financial Data 
(Unaudited)
  For the quarters ended 2010:Mar 31
    
    
    June 30
    
    
    Sept 30
    
    
    Dec 31Costs and expenses:General and administrative
    
    $
    195,401
    
    
    $
    241,350
    
    
    $
    155,019
    
    
    $
    99,658Professional fees
    
    
    41,524
    
    
    
    32,946
    
    
    
    32,988
    
    
    
    (16,231
    )236,925
    
    
    
    274,296
    
    
    
    188,007
    
    
    
    83,427Other expense (income):Interest
    
    
    119,518
    
    
    
    104,626
    
    
    
    101,302
    
    
    
    81,751Other (income) expense
    
    
    (4,291
    )
    
    
    (4,439
    )
    
    
    4,377
    
    
    
    (3,866
    )Net loss applicable to common stockholders
    
    $
    352,152
    
    
    $
    374,483
    
    
    $
    293,686
    
    
    $
    161,312Basic net loss per common share
    
    $
    0.01
    
    
    $
    0.01
    
    
    
    **
    
    
    
    **
 **
    
    - less than $.01 per share
 For the quarters ended 2009:Mar 31
    
    
    June 30
    
    
    Sept 30
    
    
    Dec 31Costs and expenses:General and administrative
    
    $
    243,823
    
    
    $
    345,004
    
    
    $
    288,740
    
    
    $
    210,322Professional fees
    
    
    109,413
    
    
    
    83,161
    
    
    
    64,657
    
    
    
    32,792Research and development
    
    
    101
    
    
    
    
    
    
    
    
    
    
    
    693,045353,337
    
    
    
    428,165
    
    
    
    353,397
    
    
    
    936,159Other expense (income):Interest
    
    
    226,127
    
    
    
    246,165
    
    
    
    253,657
    
    
    
    180,586Other income
    
    
    (4,667
    )
    
    
    (27,333
    )
    
    
    
    
    
    
    Interest income
    
    
    (2,241
    )
    
    
    (2,266
    )
    
    
    (3,431
    )
    
    
    (3,833
    )Net loss applicable to common stockholders
    
    $
    572,556
    
    
    $
    644,731
    
    
    $
    603,623
    
    
    $
    1,112,912Basic net loss per common share
    
    $
    0.01
    
    
    $
    0.01
    
    
    $
    0.01
    
    
    $
    0.02
 
 ITEM 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 ITEM 9A.
    
    Controls and Procedures
  Effectiveness of Disclosure Controls and Procedures
   52




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##### Table of Contents



Managements Report on Internal Control Over Financial Reporting
  .
 Changes in Internal Control Over Financial Reporting
 Attestation Report of Registered Public Accounting Firm
 
 ITEM 9B.
    
    Other Information
  
 PART III
 
 ITEM 10.
    
    Directors, Executive Officers and Corporate Governance
   53




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##### Table of Contents



Class III Director: Terms expiring in 2013
 Service asName
    
    Age
    
    
    Principal Occupation
    
    Director SinceEdward P. Hennessey
    
    52
    
    
    Mr. Hennessey currently
is Chief Executive
Officer and President of
the Company, and serves
as Chairman of the Board
of Directors. Mr.
Hennessey has been the
President and CEO of SRS
Energy since 2003 and
served as President of
Supercritical Recovery
Systems, Inc. prior to
that time since 2002. Mr.
Hennessey began his
career in Finance with
Shearson Lehman Brothers
in 1986 and worked in the
securities industry from
1986 until 2000.
    
    
    2007
 Class I Directors: Terms expiring in 2011
 Service asName
    
    Age
    
    
    Principal Occupation
    
    Director SincePaul Simon, Jr.
    

    52
    
    
    Mr. Simon is a licensed
attorney practicing in St.
Louis, Missouri and has been
a partner in the firm,
Sauerwein, Simon, &
Blanchard, P.C. since 2006.
Prior to that time, he was a
partner with the firm
Helfrey, Simon and Jones,
P.C. from 1991 until 2006.
Mr. Simon is a graduate of
the University of Missouri
where he received his B.S. in
Business Administration and
St. Louis University School
of Law where he received his
J.D.
    
    
    2007Jose Bared, Sr.
    
69
    
    
    Mr. Bared began his career as
an engineer and in 1968
founded The Bared Company, a
Mechanical and Electrical
Engineering and Design
company. Mr. Bared was also a
member of the founding group
that purchased Republic
National Bank of Miami in
1971. Mr. Bared served as a
director of the bank from
1971 until its sale in 1998.
Currently Mr. Bared serves
on the Board of Directors of
Jackson  United Petroleum,
a natural gas producer
operating in Kentucky and
Pennsylvania. He has served
on the Board of Trustees for
the University of Miami for
the past 30 years. He also
has served on the Board of
Governors of the Sylvester
Cancer Center for the past 15
years and is a life member of
the center. Mr. Bared holds a
B.S. in Mechanical
Engineering from the
University of Miami.
    
    
    2010
 Class II Directors: Terms expiring in 2012
 Service asName
    
    Age
    
    
    Principal Occupation
    
    Director SinceJackson Nickerson, Phd
    
48
    
    
    Dr. Nickerson is the
Frahm Family
Professor of
Organization and
Strategy at
Washington
Universitys Olin
Business School in
St. Louis and has
been at the
university since
1996. He consults
with numerous profit
and not-for-profit
organizations on
strategy development.
Dr. Nickerson
launched and is
currently a director
of nformd.net, a
privately held new
media company. He has
a B.S. in mechanical
engineering from
Worcester Polytechnic
Institute and an M.S.
in mechanical
engineering, an
M.B.A. and a Ph.D.
from the University
of California,
Berkeley.
    
    
    2009David Bransby, Phd
    
    59
    
    
    Dr. Bransby is a
Professor of Energy
Crops and Bioenergy
in the Department of
Agronomy and Soils at
Auburn University
where he has taught
and conducted
research since 1987.
He has more than 30
years of experience
in agronomic
research, and has
spent over 20 years
specializing in the
production and
processing of energy
crops. He serves on
the editorial boards
of two international
bioenergy journals,
and consults for
several private
bioenergy companies.
    
    
    2009
 Service asName
    
    Age
    
    
    Principal Occupation
    
    Officer SinceThomas Jennewein
    
47
    
    
    Mr. Jennewein is
currently the Chief
Financial Officer of
the Company.
Previously he served
as Manager of
Financial Reporting
for the Maverick Tube
Corporation from
2005-2007 and as
Manager of Financial
Reporting for the
Argosy Gaming Company
from 2000-2005.
    
    
    2007
  54




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##### Table of Contents



Audit Committee
  Compensation Committee
  Nomination of Directors
   Code of Ethics
   55




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##### Table of Contents



ITEM 11.
    
    Executive Compensation
 Compensation Discussion and Analysis
  Our Executive Compensation Policy
  
    
    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-term
success of our company.
    56




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##### Table of Contents



Elements of our Executive Compensation Program
  Base Salary 
 Bonuses 
 Long-Term Incentive Compensation 
  Executive Perquisites 
 Tax and Accounting Implications
   57




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##### Table of Contents



Summary Compensation Table
  (1) StockName and Principal Position(s)
    
    Year
    
    
    Salary ($)
    
    
    Options ($)
    
    
    Total ($)Edward P. Hennessey, President and CEO
    
    
    2008
    
    
    $
    68,000
    
    
    $
    103,574
    
    
    $
    171,5742009
    
    
    
    109,000
    
    
    
    227,182
    
    
    
    336,1822010
    
    
    
    15,500
    
    
    
    75,271
    
    
    
    90,771Michael D. Kime, General Counsel and COO (2)
    
    
    2008
    
    
    
    24,000
    
    
    
    39,678
    
    
    
    63,6782009
    
    
    
    109,000
    
    
    
    76,884
    
    
    
    185,8842010
    
    
    
    13,000
    
    
    
    17,027
    
    
    
    30,027Thomas Jennewein, Chief Financial Officer
    
    
    2008
    
    
    
    10,000
    
    
    
    36,623
    
    
    
    46,6232009
    
    
    
    92,000
    
    
    
    45,880
    
    
    
    137,8802010
    
    
    
    13,500
    
    
    
    18,444
    
    
    
    31,944
 (1)
    
    The assumptions made when calculating the amounts in this column are found in footnote
10 to the Consolidated Financial Statements included in this report. The amounts represent
the accounting cost in accordance with U.S. GAAP that the Company recorded in its
Statements of Operations in each year.(2)
    
    Mr. Kime resigned from the Company in June 2010.
 Outstanding Equity Awards at Fiscal Year-End
  Option Awards
    
    
    Stock AwardsNumber of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    MarketNumber of
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Number
    
    
    value ofSecurities
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    of Shares
    
    
    shares orUnderlying
    
    
    Unexercised
    
    
    
    
    
    
    
    
    
    
    or Units
    
    
    units ofUnexercised
    
    
    Options (#) -
    
    
    Option
    
    
    Option
    
    
    of Stock
    
    
    stock thatOptions (#) -
    
    
    Unexercisable
    
    
    Exercise
    
    
    Expiration
    
    
    that have
    
    
    haveGrant Date
    
    
    Exercisable
    
    
    (3)
    
    
    Price ($)
    
    
    Date
    
    
    vested (#)
    
    
    vestedEdward P. Hennessey
    
    
    8/31/2007
    
    
    
    2,250,000
    (1)
    
    
    
    
    
    $
    0.15
    
    
    
    8/31/2014
    
    
    
    
    
    
    $
    12/4/2008
    
    
    
    800,000
    (2)
    
    
    400,000
    
    
    $
    0.15
    
    
    
    12/4/2015
    
    
    
    
    
    
    $
    12/4/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,000
    (4)
    
    $
    Michael D. Kime (6)
    
    
    8/31/2007
    
    
    
    
    (1)
    
    
    800,000
    
    
    $
    0.15
    
    
    
    
    (6)
    
    
    
    
    
    $
    12/4/2008
    
    
    
    
    (2)
    
    
    800,000
    
    
    $
    0.36
    
    
    
    
    (6)
    
    
    
    
    
    $
    12/4/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,000
    (4)
    
    $
    Thomas G. Jennewein
    
    
    8/31/2007
    
    
    
    800,000
    (1)
    
    
    
    
    
    $
    0.15
    
    
    
    8/31/2014
    
    
    
    
    
    
    $
    12/4/2008
    
    
    
    266,667
    (2)
    
    
    133,333
    
    
    $
    0.36
    
    
    
    12/4/2015
    
    
    
    
    
    
    $
    12/4/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,000
    (4)
    
    $
    7/6/2010
    
    
    
    162,000
    (5)
    
    
    
    
    
    $
    0.07
    
    
    
    7/6/2017
    
    
    
    
    
    
    $
    
 (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 or forfeited as of December 31, 2010.(4)
    
    This stock award was granted on December 4, 2008. Each officer issued promissory notes with an
exercise price of $0.36.(5)
    
    This stock award was granted on July 6, 2010 and vested immediately.(6)
    
    Mr. Kime resigned from the Company in June 2010 and these shares have been forfeited.
  58




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##### Table of Contents



Option Exercises and Stock Vested
 Option Awards
    
    
    Stock AwardsNumber of
    
    
    
    
    
    
    Number of
    
    
    
    
    
    
    Number ofShares
    
    
    Value
    
    
    Shares
    
    
    Value Upon
    
    
    Shares
    
    
    ValueAcquired on
    
    
    Realized on
    
    
    Acquired on
    
    
    Vesting ($)
    
    
    Acquired on
    
    
    Realized onExercise (#)
    
    
    Exercise ($)
    
    
    Vesting (#)
    
    
    (1)
    
    
    Vesting (#)
    
    
    Vesting ($)Edward P. Hennessey
    
    
    
    
    
    $
    
    
    
    
    750,000
    
    
    $
    562,500
    
    
    
    60,000
    
    
    $
    
    
    
    $
    
    
    
    
    750,000
    
    
    $
    
    (2)
    
    
    $
    
    
    
    
    750,000
    
    
    $
    
    (2)
    
    
    $
    
    
    
    
    400,000
    
    
    $
    
    (2)
    
    
    $
    
    
    
    
    400,000
    
    
    $
    
    (2)Thomas G. Jennewein
    
    
    
    
    
    $
    
    
    
    
    266,667
    
    
    $
    200,000
    
    
    
    60,000
    
    
    $
    
    
    
    $
    
    
    
    
    266,667
    
    
    $
    
    (2)
    
    
    $
    
    
    
    
    266,666
    
    
    $
    
    (2)
    
    
    $
    
    
    
    
    133,333
    
    
    $
    
    (2)
    
    
    $
    
    
    
    
    133,333
    
    
    $
    
    (2)
    
    
    $
    
    
    
    
    162,000
    
    
    $
    
    (2)Michael D. Kime (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    
    60,000
    
    
    $
    
 (1)
    
    The values reflect the market value of Cleantech Biofuels, Inc. common stock as of the vesting dates. These
prices ranged from $0.03 to $0.90.(2)
    
    The price of our common stock on these vesting dates was less than or equal to the exercise price of the options.(3)
    
    Mr. Kime resigned from the Company in June 2010.
 Pension Benefits 
 Nonqualified Deferred Compensation 
 Director Compensation 
 Potential Payments Upon Termination or Change-in-Control
      59




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##### Table of Contents



ITEM 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  Name and Address of
    
    Amount and Nature ofBeneficial Owner
    
    Beneficial Ownership
    
    
    Percent of ClassEdward P. Hennessey, Jr. (1)
    
    
    7,443,275
    
    
    
    10.9
    %7310 Forsyth Ave., Unit 104
Clayton, MO 63105SRS Legacy Trust(2)
    
    
    7,972,214
    
    
    
    11.7
    %147 N. Meramec, Suite 200
Clayton, MO 63105RAM Resources, L.L.C.(3)
    
    
    4,236,089
    
    
    
    6.2
    %13397 Lakefront Drive
Earth City, Missouri 63045
 (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 a
beneficiary. Michael Hennessey, Mr. Hennesseys brother, has sole voting power, and Paul
Simon, 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.
 SECURITY OWNERSHIP OF MANAGEMENT
  Amount and Nature of
    
    
    Percent ofName and Address of Beneficial Owner
    
    Beneficial Ownership
    
    
    ClassEdward P. Hennessey, Jr.
    
    
    10,553,275
    (1)
    
    
    14.8
    %Thomas Jennewein
    
    
    1,048,667
    (2)
    
    
    1.5
    %Jackson Nickerson
    
    
    196,149
    (3)
    
    
    *
    %David Bransby
    
    
    144,998
    (2)
    
    
    *
    %Jose Bared
    
    
    124,163
    (2)
    
    
    *
    %Paul Simon
    
    
    267,935
    (3)
    
    
    *
    %Total owned by All Executive Officers and Directors
    
    
    12,335,187
    
    
    
    17.0
    %
 *
    
    Less than 1%.(1)
    
    Includes the shares described in footnote 1 to the Security Ownership of Certain
Beneficial Owners table and the vested portion and the portion that will vest within 60
days hereof of shares of options and restricted stock.(2)
    
    Amounts represent the vested portion and the portion that will vest within 60 days
hereof of shares of options and restricted stock.(3)
    
    Amount includes the vested portion and the portion that will vest within 60 days hereof
of shares of options and restricted stock and shares held individually.
   60




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##### Table of Contents



ITEM 13.
    
    Certain Relationships and Related Transactions and Director Independence
      Determination of Director Independence
   61




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##### Table of Contents



ITEM 14.
    
    Principal Accountant Fees and Services
  For the years ended December 31,2010
    
    
    2009Audit Fees (1)
    
    $
    18,900
    
    
    $
    8,800Tax Fees
    
    
    
    
    
    
    Audit-Related Fees
    
    
    
    
    
    
    All Other Fees
    
    
    
    
    
    
    Total Fees
    
    $
    18,900
    
    
    $
    8,800
 (1)
    
    Includes annual financial statement audit. For 2010, fees also include re-audits of our 2008 and 2009 Financial
Statements. See our Form 8-K filed on October 27, 2010 and our Form 8-K/A filed on January 5, 2011 for further
information on the change in the Independent Registered Public Accounting Firm, effective October 27, 2010.
 
 PART IV
 
 ITEM 15.
    
    Exhibits, Financial Statement Schedules
 (a)
    
    The following documents are filed as part of this report:
  Report of Independent Registered Public Accounting Firm
    
    30Consolidated Balance Sheets as of December 31, 2010 and 2009
    
    33Consolidated Statements of Operations for the years ended December 31, 2010,

2009 and 2008 and Inception to December 31, 2010
    
    34Consolidated Statements of Changes in Stockholders Equity for the years ended
December 31, 2010, 2009 and 2008
    
    35Consolidated Statements of Cash Flows for the years ended December 31, 2010,
2009 and 2008 and Inception to December 31, 2010
    
    36Notes to
Consolidated Financial Statements
    
    38
   62




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##### Table of Contents



ExhibitNumber
    
    Description2.1
    
    
    Agreement and Plan of Merger and Reorganization by and among
Cleantech Biofuels, Inc., Biomass NA Acquisition Subsidiary, Inc.
and Biomass North America Licensing, Inc. dated as of July 14, 2008
(incorporated herein by reference to Exhibit 2.1 of the
Registrants quarterly report on Form 10-Q for the period ended
June 30, 2008).3.1
    
    
    Restated Certificate of Incorporation (incorporated herein by
reference to Exhibit 3.1 of the Registrants registration statement
on Form SB-2 filed on September 10, 2007, File No. 333-145939).3.2
    
    
    Restated By-Laws (incorporated herein by reference to Exhibit 3.2
of the Registrants registration statement on Form SB-2 filed on
September 10, 2007, File No. 333-145939).4.1
    
    
    Form of Series A Convertible Debenture (incorporated herein by
reference to Exhibit 4.1 of the Registrants registration statement
on Form SB-2 filed on September 10, 2007, File No. 333-145939).4.2
    
    
    Investors Rights Agreement dated as of April 16, 2007 by and among
SRS Energy, Inc. and certain Investors (incorporated herein by
reference to Exhibit 4.2 of the Registrants registration statement
on Form SB-2 filed on September 10, 2007, File No. 333-145939).4.3
    
    
    Series A Debenture Purchase Agreement dated as of April 16, 2007 by
and among SRS Energy, Inc. and certain Investors (incorporated
herein by reference to Exhibit 4.3 of the Registrants registration
statement on Form SB-2 filed on September 10, 2007, File No.
333-145939).10.1
    
    
    Technology License Agreement between Bio Products International,
Inc. and SRS Energy, Inc. dated as of March 8, 2007 (incorporated
herein by reference to Exhibit 10.4 of the Registrants
registration statement on Form SB-2 filed on September 10, 2007,
File No. 333-145939).10.4
    *
    
    2007 Stock Option Plan (incorporated herein by reference to Exhibit
10.7 of the Registrants registration statement on Form SB-2 filed
on September 10, 2007, File No. 333-145939).10.5
    *
    
    Form of Director Stock Option Agreement (incorporated herein by
reference to Exhibit 10.8 of the Registrants registration
statement on Form SB-2 filed on September 10, 2007, File No.
333-145939).10.6
    *
    
    Director Stock Purchase Agreement (incorporated herein by reference
to Exhibit 10.9 of the Registrants registration statement on Form
SB-2 filed on September 10, 2007, File No. 333-145939).10.7
    *
    
    Employment Agreement  Edward P. Hennessey, Jr. (incorporated
herein by reference to Exhibit 10.10 of the Registrants
registration statement on Form SB-2 filed on September 10, 2007,
File No. 333-145939).10.8
    *
    
    Form of Employee Agreement  Tom Jennewein (incorporated herein by
reference to Exhibit 10.11 of the Registrants registration
statement on Form SB-2 filed on September 10, 2007, File No.
333-145939).10.9
    *
    
    Form of Employee Stock Option Agreement  Tom Jennewein
(incorporated herein by reference to Exhibit 10.12 of the
Registrants registration statement on Form SB-2 filed on September
10, 2007, File No. 333-145939).10.10
    
    
    Commercial Lease with Pershing Properties, LLC dated October 12,
2007 (incorporated herein by reference to Exhibit 10.13 of the
Registrants registration statement on Form SB-2/A filed on
November 30, 2007, File No. 333-145939).10.11
    
    
    Sublicense Agreement with HFTA dated March 20, 2008 (incorporated
herein by reference to Exhibit 10.1 of the Registrants current
report on Form 8-K filed March 25, 2008).10.12
    
    
    Sublicense Agreement among SRS Energy, Inc., Cleantech Biofuels,
Inc. and HFTA for Methods and Apparatus for Treating Biomass
Material (incorporated herein by reference to Exhibit 10.1 of the
Registrants current report on Form 8-K filed on March 25, 2008).10.13
    
    
    Patent Purchase Agreement dated October 22, 2008 by and between
Cleantech Biofuels, Inc. and World Waste Technologies, Inc.
(incorporated herein by reference to Exhibit 10.15 of the
Registrants current report on Form 8-K filed on October 27, 2008).10.14
    
    
    Note issued in favor of World Waste Technologies, Inc. dated
October 22, 2008 (incorporated herein by reference to Exhibit 10.16
of the Registrants current report on Form 8-K filed on October 27,
2008).10.15
    
    
    Security Agreement between Cleantech Biofuels, Inc. and World Waste
Technologies, Inc. dated October 22, 2008 (incorporated herein by
reference to Exhibit 10.17 of the Registrants current report on
Form 8-K filed on October 27, 2008).
  63




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##### Table of Contents



ExhibitNumber
    
    Description10.16
    
    
    Technology License and Joint Development Agreement among Biomass
North America Licensing, Inc., Biomass North America, LLC and
Anthony P. Noll (incorporated herein by reference to Exhibit 10.18
of the Registrants quarterly report on Form 10-Q for the period
ended September 30, 2008).10.17
    *
    
    Form of employee stock purchase agreement entered into with Edward
P. Hennessey, Jr., Mike Kime and Tom Jennewein (incorporated herein
by reference to Exhibit 10.20 of the Registrants annual report on
Form 10-K for the period ended December 31, 2008).10.18
    
    
    Amendment to Note and Warrant Exchange Agreement between Vertex
Energy, Inc. and Cleantech Biofuels, Inc. dated July 23, 2009
(incorporated herein by reference to Exhibit 10.21 of the
Registrants quarterly report on Form 10-Q for the period ended
September 30, 2009).10.19
    
    
    Engagement Agreement between Cleantech Biofuels, Inc. and Houlihan
Smith & Company dated June 30, 2010 (incorporate herein by
reference to Exhibit 10.19 of the Registrants current report on
Form 8-K filed on July 7, 2010).10.20
    
    
    Promissory Note issued in favor of CMS Acquisition, LLC dated
September 1, 2010 (incorporate herein by reference to Exhibit 10.20
of the Registrants current report on Form 8-K filed on September
8, 2010).10.21
    
    
    Security Agreement between Cleantech Biofuels, Inc. and CMS
Acquisition, LLC dated September 1, 2010 (incorporate herein by
reference to Exhibit 10.21 of the Registrants current report on
Form 8-K filed on September 8, 2010).10.22
    
    
    Amendment dated February 11, 2011 to a Promissory Note issued in
favor of CMS Acquisition, LLC dated September 1, 2010 (incorporate
herein by reference to Exhibit 10.22 of the Registrants current
report on Form 8-K filed on February 16, 2011).14
    
    
    Code of Ethics (incorporated herein by reference to Exhibit 14 of
the Registrants annual report on Form 10-KSB for the period ended
December 31, 2007).21.1
    
    
    List of Subsidiaries.31.1
    
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
and Rule 15d-14(a) of the Securities
Exchange Act, as amended31.2
    
    
    Certification of principal financial officer pursuant to Rule
13a-14(a) and Rule 15d-14(a) of the Securities
Exchange Act, as amended32.1
    
    
    Certificate (Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002) of Chief
Executive Officer32.2
    
    
    Certificate (Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002) of principal
financial officer
 
 *
    
    Management contract or compensatory plan or arrangement.  64




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##### Table of Contents



SIGNATURES
  CleanTech Biofuels, Inc.
(registrant)March 29, 2011
    By:
    /s/ Edward P. Hennessey, Jr.Edward P. Hennessey, Jr.Chief Executive OfficerMarch 29, 2011
    By:
    /s/ Thomas G. JenneweinThomas G. JenneweinChief Financial Officer  March 29, 2011
    /s/ Edward P. Hennessey, Jr.Edward P. Hennessey, Jr., Chairman of theBoard of Directors and Chief Executive Officer
(principal executive officer)March 29, 2011
    /s/ Thomas G. Jennewein.Thomas G. Jennewein, Chief Financial Officer(principal financial and accounting officer)March 29, 2011
    /s/ Dr. Jackson NickersonJackson Nickerson, DirectorMarch 29, 2011
    /s/ Dr. David BransbyDavid Bransby, DirectorMarch 29, 2011
    /s/ Paul Simon, Jr.Paul Simon, Jr., DirectorMarch 29, 2011
    /s/ Jose Bared, Sr.Jose Bared, Sr., Director  65




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##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNumber
    
    Description2.1
    
    
    Agreement and Plan of Merger and Reorganization by and among
Cleantech Biofuels, Inc., Biomass NA Acquisition Subsidiary, Inc.
and Biomass North America Licensing, Inc. dated as of July 14, 2008
(incorporated herein by reference to Exhibit 2.1 of the
Registrants quarterly report on Form 10-Q for the period ended
June 30, 2008).3.1
    
    
    Restated Certificate of Incorporation (incorporated herein by
reference to Exhibit 3.1 of the Registrants registration statement
on Form SB-2 filed on September 10, 2007, File No. 333-145939).3.2
    
    
    Restated By-Laws (incorporated herein by reference to Exhibit 3.2
of the Registrants registration statement on Form SB-2 filed on
September 10, 2007, File No. 333-145939).4.1
    
    
    Form of Series A Convertible Debenture (incorporated herein by
reference to Exhibit 4.1 of the Registrants registration statement
on Form SB-2 filed on September 10, 2007, File No. 333-145939).4.2
    
    
    Investors Rights Agreement dated as of April 16, 2007 by and among
SRS Energy, Inc. and certain Investors (incorporated herein by
reference to Exhibit 4.2 of the Registrants registration statement
on Form SB-2 filed on September 10, 2007, File No. 333-145939).4.3
    
    
    Series A Debenture Purchase Agreement dated as of April 16, 2007 by
and among SRS Energy, Inc. and certain Investors (incorporated
herein by reference to Exhibit 4.3 of the Registrants registration
statement on Form SB-2 filed on September 10, 2007, File No.
333-145939).10.1
    
    
    Technology License Agreement between Bio Products International,
Inc. and SRS Energy, Inc. dated as of March 8, 2007 (incorporated
herein by reference to Exhibit 10.4 of the Registrants
registration statement on Form SB-2 filed on September 10, 2007,
File No. 333-145939).10.4
    *
    
    2007 Stock Option Plan (incorporated herein by reference to Exhibit
10.7 of the Registrants registration statement on Form SB-2 filed
on September 10, 2007, File No. 333-145939).10.5
    *
    
    Form of Director Stock Option Agreement (incorporated herein by
reference to Exhibit 10.8 of the Registrants registration
statement on Form SB-2 filed on September 10, 2007, File No.
333-145939).10.6
    *
    
    Director Stock Purchase Agreement (incorporated herein by reference
to Exhibit 10.9 of the Registrants registration statement on Form
SB-2 filed on September 10, 2007, File No. 333-145939).10.7
    *
    
    Employment Agreement  Edward P. Hennessey, Jr. (incorporated
herein by reference to Exhibit 10.10 of the Registrants
registration statement on Form SB-2 filed on September 10, 2007,
File No. 333-145939).10.8
    *
    
    Form of Employee Agreement  Tom Jennewein (incorporated herein by
reference to Exhibit 10.11 of the Registrants registration
statement on Form SB-2 filed on September 10, 2007, File No.
333-145939).10.9
    *
    
    Form of Employee Stock Option Agreement  Tom Jennewein
(incorporated herein by reference to Exhibit 10.12 of the
Registrants registration statement on Form SB-2 filed on September
10, 2007, File No. 333-145939).10.10
    
    
    Commercial Lease with Pershing Properties, LLC dated October 12,
2007 (incorporated herein by reference to Exhibit 10.13 of the
Registrants registration statement on Form SB-2/A filed on
November 30, 2007, File No. 333-145939).10.11
    
    
    Sublicense Agreement with HFTA dated March 20, 2008 (incorporated
herein by reference to Exhibit 10.1 of the Registrants current
report on Form 8-K filed March 25, 2008).10.12
    
    
    Sublicense Agreement among SRS Energy, Inc., Cleantech Biofuels,
Inc. and HFTA for Methods and Apparatus for Treating Biomass
Material (incorporated herein by reference to Exhibit 10.1 of the
Registrants current report on Form 8-K filed on March 25, 2008).10.13
    
    
    Patent Purchase Agreement dated October 22, 2008 by and between
Cleantech Biofuels, Inc. and World Waste Technologies, Inc.
(incorporated herein by reference to Exhibit 10.15 of the
Registrants current report on Form 8-K filed on October 27, 2008).10.14
    
    
    Note issued in favor of World Waste Technologies, Inc. dated
October 22, 2008 (incorporated herein by reference to Exhibit 10.16
of the Registrants current report on Form 8-K filed on October 27,
2008).
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##### Table of Contents



ExhibitNumber
    
    Description10.15
    
    
    Security Agreement between Cleantech Biofuels, Inc. and World Waste
Technologies, Inc. dated October 22, 2008 (incorporated herein by
reference to Exhibit 10.17 of the Registrants current report on
Form 8-K filed on October 27, 2008).10.16
    
    
    Technology License and Joint Development Agreement among Biomass
North America Licensing, Inc., Biomass North America, LLC and
Anthony P. Noll (incorporated herein by reference to Exhibit 10.18
of the Registrants quarterly report on Form 10-Q for the period
ended September 30, 2008).10.17
    *
    
    Form of employee stock purchase agreement entered into with Edward
P. Hennessey, Jr., Mike Kime and Tom Jennewein (incorporated herein
by reference to Exhibit 10.20 of the Registrants annual report on
Form 10-K for the period ended December 31, 2008).10.18
    
    
    Amendment to Note and Warrant Exchange Agreement between Vertex
Energy, Inc. and Cleantech Biofuels, Inc. dated July 23, 2009
(incorporated herein by reference to Exhibit 10.21 of the
Registrants quarterly report on Form 10-Q for the period ended
September 30, 2009).10.19
    
    
    Engagement Agreement between Cleantech Biofuels, Inc. and Houlihan
Smith & Company dated June 30, 2010 (incorporate herein by
reference to Exhibit 10.19 of the Registrants current report on
Form 8-K filed on July 7, 2010).10.20
    
    
    Promissory Note issued in favor of CMS Acquisition, LLC dated
September 1, 2010 (incorporate herein by reference to Exhibit 10.20
of the Registrants current report on Form 8-K filed on September
8, 2010).10.21
    
    
    Security Agreement between Cleantech Biofuels, Inc. and CMS
Acquisition, LLC dated September 1, 2010 (incorporate herein by
reference to Exhibit 10.21 of the Registrants current report on
Form 8-K filed on September 8, 2010).10.22
    
    
    Amendment dated February 11, 2011 to a Promissory Note issued in
favor of CMS Acquisition, LLC dated September 1, 2010 (incorporate
herein by reference to Exhibit 10.22 of the Registrants current
report on Form 8-K filed on February 16, 2011).14
    
    
    Code of Ethics (incorporated herein by reference to Exhibit 14 of
the Registrants annual report on Form 10-KSB for the period ended
December 31, 2007).21.1
    
    
    List of Subsidiaries.31.1
    
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
and Rule 15d-14(a) of the Securities
Exchange Act, as amended31.2
    
    
    Certification of principal financial officer pursuant to Rule
13a-14(a) and Rule 15d-14(a) of the Securities
Exchange Act, as amended32.1
    
    
    Certificate (Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002) of Chief
Executive Officer32.2
    
    
    Certificate (Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002) of principal
financial officer
 
 *
    
    Management contract or compensatory plan or arrangement.  67