##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM _______ TO _________
 Commission file number 333-145939
 CLEANTECH BIOFUELS, INC.
  Delaware
(State or other jurisdiction of incorporation or organization)
    
    33-0754902
(I.R.S. Employer Identification No.)7386 Pershing Ave., University City, Missouri
(Address of principal executive offices)
    
    63130
(Zip Code)
 (314) 802-8670
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
 o þ




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##### 



CLEANTECH BIOFUELS, INC.
TABLE OF CONTENTS
 PAGEPART I Financial Information
    
    
    3Item 1 Consolidated Financial Statements
    
    
    3Consolidated Balance Sheets  September 30, 2010 and December 31, 2009
    
    
    3Consolidated Statements of Operations  Three and nine months ended September 30, 2010 and 2009 and Inception to
September 30, 2010
    
    
    4Consolidated Statements of Stockholders Equity (Deficit)  September 30, 2010
    
    
    5Consolidated Statements of Cash Flows  Nine months ended September 30, 2010 and 2009 and Inception to September 30, 2010
    
    
    6Notes to Consolidated Financial Statements
    
    
    8Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    18Item 3 Quantitative and Qualitative Disclosures About Market Risk
    
    
    26Item 4T Controls and Procedures
    
    
    26PART II Other Information
    
    
    27Item 1 Legal Proceedings
    
    
    27Item 1A Risk Factors
    
    
    27Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    27Item 3 Defaults upon Senior Securities
    
    
    28Item 4 Reserved
    
    
    28Item 5 Other Information
    
    
    28Item 6 Exhibits
    
    
    28Signatures
    
    
    29Index to Exhibits
    
    
    30Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements
 CLEANTECH BIOFUELS, INC.
(formerly Alternative Ethanol Technologies, Inc.)
(A Development Stage Company)
 
 CONSOLIDATED BALANCE SHEETS
 September 30, 2010
    
    
    December 31, 2009(unaudited)
    
    
    (audited)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    1,566
    
    
    $
    912Prepaids and other current assets
    
    
    65,551
    
    
    
    36,481Total Current Assets
    
    
    67,117
    
    
    
    37,393Property and equipment, net
    
    
    11,026
    
    
    
    20,308Technology license, net
    
    
    1,521,250
    
    
    
    1,521,250Patent
    
    
    600,000
    
    
    
    600,000Total Assets
    
    $
    2,199,393
    
    
    $
    2,178,951LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Current Liabilities:Accounts payable
    
    $
    421,421
    
    
    $
    302,898Accrued interest
    
    
    90,842
    
    
    
    83,142Other accrued liabilities
    
    
    442,344
    
    
    
    175,693Notes payable, net
    
    
    1,785,382
    
    
    
    1,401,925Series A convertible debentures
    
    
    
    
    
    
    140,000Deferred revenue
    
    
    50,000
    
    
    
    50,000Capital lease
    
    
    2,459
    
    
    
    4,869Total Current Liabilities
    
    
    2,792,448
    
    
    
    2,158,527Capital Lease
    
    
    
    
    
    
    1,235Total Liabilities
    
    
    2,792,448
    
    
    
    2,159,762STOCKHOLDERS 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
September 30, 2010 and December 31, 2009, respectively
    
    
    68,310
    
    
    
    66,257Additional paid-in capital
    
    
    6,291,513
    
    
    
    5,911,136Notes receivable  restricted common stock
    
    
    (291,191
    )
    
    
    (316,838
    )Deficit accumulated during the development stage
    
    
    (6,661,687
    )
    
    
    (5,641,366
    )Total Stockholders Equity
    
    
    (593,055
    )
    
    
    19,189Total Liabilities and Stockholders Equity
    
    $
    2,199,393
    
    
    $
    2,178,951
 The accompanying notes are an integral part of these Consolidated Financial Statements.
  3




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CLEANTECH BIOFUELS, INC.
(formerly Alternative Ethanol Technologies, Inc.)
(A Development Stage Company)
 
 CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
 July 14, 2004Three months ended
    
    
    Nine months ended
    
    
    (inception) toSeptember 30,
    
    
    September 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010General and
administrative
expenses
    
    $
    155,019
    
    
    $
    288,740
    
    
    $
    591,770
    
    
    $
    877,567
    
    
    $
    2,747,409Professional fees
    
    
    32,988
    
    
    
    64,657
    
    
    
    107,458
    
    
    
    257,231
    
    
    
    1,156,922Research and
development
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    101
    
    
    
    1,217,847Operating Loss
    
    
    188,007
    
    
    
    353,397
    
    
    
    699,228
    
    
    
    1,134,899
    
    
    
    5,122,178Other expense
(income):Interest expense
    
    
    101,302
    
    
    
    253,657
    
    
    
    325,446
    
    
    
    725,949
    
    
    
    1,478,439Amortization of
technology
license
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,000Deposit forfeiture
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25,000
    )Other expense
(income)
    
    
    4,377
    
    
    
    (3,431
    )
    
    
    (4,353
    )
    
    
    (39,938
    )
    
    
    (83,278
    )105,679
    
    
    
    250,226
    
    
    
    321,093
    
    
    
    686,011
    
    
    
    1,405,161Net loss
    
    $
    293,686
    
    
    $
    603,623
    
    
    $
    1,020,321
    
    
    $
    1,820,910
    
    
    $
    6,527,339Basic net loss per
common share
    
    
    **
    
    
    $
    0.01
    
    
    $
    0.02
    
    
    $
    0.03
    
    
    $
    0.13Weighted average
common shares
outstanding
    
    
    68,509,679
    
    
    
    63,571,205
    
    
    
    67,795,732
    
    
    
    62,174,488
    
    
    
    50,019,713
 **
    
    - less than $.01 per share The accompanying notes are an integral part of these Consolidated Financial Statements.
  4




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CLEANTECH BIOFUELS, INC.
(formerly Alternative Ethanol Technologies, Inc.)
(A Development Stage Company)
 
 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY(DEFICIT) (unaudited)
 Additional
    
    
    Notes Rec -
    
    
    July 14, 2004Common Stock
    
    
    Paid-in
    
    
    restricted
    
    
    (inception) toShares
    
    
    Amount
    
    
    Capital
    
    
    common stock
    
    
    Sept. 30, 2010Balances 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,949
    )Expiration of certain Notes Receivable in
Aug-10 at $.15 per share
    
    
    (300,000
    )
    
    
    (300
    )
    
    
    (44,700
    )
    
    
    53,596Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    108,148Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,020,321
    )Balances at September 30, 2010
    
    
    68,309,679
    
    
    $
    68,310
    
    
    $
    6,291,513
    
    
    $
    (291,191
    )
    
    $
    (6,661,687
    )
 The accompanying notes are an integral part of these Consolidated Financial Statements.
  5




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CLEANTECH BIOFUELS, INC.
(formerly Alternative Ethanol Technologies, Inc.)
(A Development Stage Company)
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
 July 14, 2004Nine months ended
    
    
    (inception) toSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010Operating ActivitiesNet loss
    
    $
    (1,020,321
    )
    
    $
    (1,820,910
    )
    
    $
    (6,527,339
    )Adjustments to reconcile net loss to net cash used by
operating activities:Items that did not use (provide) cash :Common stock issued for organizational costs
    
    
    
    
    
    
    
    
    
    
    100Depreciation
    
    
    9,282
    
    
    
    13,017
    
    
    
    57,330Amortization
    
    
    
    
    
    
    
    
    
    
    35,000Interest income
    
    
    (4,353
    )
    
    
    (7,938
    )
    
    
    (23,891
    )Amortization of discounts (interest expense) and
other financing charges
    
    
    236,681
    
    
    
    661,211
    
    
    
    1,191,157Share-based compensation expense
    
    
    108,148
    
    
    
    318,740
    
    
    
    727,990Write-off of technology license
    
    
    
    
    
    
    
    
    
    
    790,545Fair value of RAM warrant settlement
    
    
    
    
    
    
    
    
    
    
    125,027Changes in operating assets and liabilities that
provided
(used) cash, net:Prepaids and other current assets
    
    
    (18,455
    )
    
    
    50,957
    
    
    
    (33,177
    )Technology license
    
    
    
    
    
    
    
    
    
    
    (132,500
    )Accounts payable
    
    
    118,523
    
    
    
    21,230
    
    
    
    421,421Other assets and other liabilities
    
    
    88,156
    
    
    
    91,726
    
    
    
    277,756Accrued liabilities
    
    
    266,651
    
    
    
    81,989
    
    
    
    442,344Net cash used by operating activities
    
    
    (215,688
    )
    
    
    (589,978
    )
    
    
    (2,648,237
    )Cash Flows Provided (Used) by Investing ActivitiesAcquisition of patent, net
    
    
    
    
    
    
    
    
    
    
    (150,000
    )Merger of Biomass North America Licensing, Inc., net
    
    
    
    
    
    
    
    
    
    
    (20,000
    )Acquisition of HFTA technology, net
    
    
    
    
    
    
    
    
    
    
    Expenditures for equipment
    
    
    
    
    
    
    (20,702
    )
    
    
    (54,237
    )Net cash used by investing activities
    
    
    
    
    
    
    (20,702
    )
    
    
    (224,237
    )Cash Flows Provided (Used) by Financing ActivitiesAdvances  related parties
    
    
    (10,615
    )
    
    
    
    
    
    
    (32,373
    )Payments on capital lease, including interest
    
    
    (3,711
    )
    
    
    (3,788
    )
    
    
    (12,655
    )Series A Convertible Debentures, including interest
    
    
    
    
    
    
    
    
    
    
    1,424,900Issuance of Note Payable
    
    
    100,000
    
    
    
    
    
    
    
    100,000Issuance of Convertible Notes Payable
    
    
    350,000
    
    
    
    627,499
    
    
    
    1,915,500Payments on Notes Payable
    
    
    (219,332
    )
    
    
    (89,614
    )
    
    
    (546,332
    )Sale of common stock
    
    
    
    
    
    
    
    
    
    
    25,000Net cash provided by financing activities
    
    
    216,342
    
    
    
    534,097
    
    
    
    2,874,040Net increase (decrease) in cash and cash equivalents
    
    
    654
    
    
    
    (76,583
    )
    
    
    1,566Cash and cash equivalents at beginning of period
    
    
    912
    
    
    
    96,617
    
    
    
    Cash and cash equivalents at end of period
    
    $
    1,566
    
    
    $
    20,034
    
    
    $
    1,566
  6




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

CONSOLIDATED STATEMENTS OF CASH FLOWS contd (unaudited)
 July 14, 2004Nine months ended
    
    
    (inception) toSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    675
    
    
    $
    2,925
    
    
    $
    10,921Supplemental 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
    
    $
    
    
    
    $
    
    
    
    $
    14,119Common stock issued for organizational costs
    
    $
    
    
    
    $
    
    
    
    $
    100Common stock issued for promissory notes
    
    $
    
    
    
    $
    
    
    
    $
    133,596Common stock issued for Convertible notes converted
    
    $
    10,678
    
    
    $
    36,655
    
    
    $
    182,770Common stock issued for Debentures converted
    
    $
    165,550
    
    
    $
    
    
    
    $
    1,498,887Common stock and note payable issued for acquistion of
Biomass
    
    $
    
    
    
    $
    
    
    
    $
    1,501,250Common stock issued for HFTA
    
    $
    
    
    
    $
    192,513
    
    
    $
    693,045
 The accompanying notes are an integral part of these Consolidated Financial Statements.
  7




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CLEANTECH BIOFUELS, INC.
(A DEVELOPMENT STAGE COMPANY)
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
 Note 1  Organization and Business
        8




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Note 2  Recent Accounting Pronouncements
  Note 3  Mergers/Acquisitions
   Note 4  Patent
   9




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Note 5  Technology Licenses
 Biomass North America Licensing, Inc.
   HFTA, Inc.
    10




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Bio-Products International, Inc.
     11




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Note 6  Debt
 September 30,
    
    
    December 31,2010
    
    
    2009Convertible Notes Payable, net of discounts of $0 and $7,137 at
September 30, 2010 and December 31, 2009, respectively, which
are made up of various individual notes with an aggregate face
value of $0 and $502,000 at September 30, 2010 and December 31,
2009, respectively, due in one
year from date of note, interest at 6.0%
    
    $
    
    
    
    $
    494,863Convertible Notes Payable, net of discounts of $66,099 and
$187,880 at September 30, 2010 and December 31, 2009,
respectively, which are made up of various individual notes
with an aggregate face value of $1,703,329 and $898,500 at
September 30, 2010 and December 31, 2009, respectively, due in
one year from date of note, interest at 6.0%
    
    
    1,637,230
    
    
    
    710,620CMS Acquisition, LLC Note Payable, net of discount of $8,938 and
$-0- at September 30, 2010 and December 31, 2009, respectively,
with a face value of $100,000 and $-0- at September 30, 2010
and December 31, 2009, respectively, due on February 28, 2011,
interest at 6.0%
    
    
    91,062
    
    
    
    Convertible Note Payable, net of discounts of $17,911 and $-0-
at September 30, 2010 and December 31, 2009, respectively, which
is made up of an individual note with a face value of $75,000
and $-0- at September 30, 2010 and December 31, 2009,
respectively, due in one year from date of note, interest at
12.0%
    
    
    57,089
    
    
    
    Vertex (formerly WWT) Note Payable, net of discount of $-0- and
$6,558 at September 30, 2010 and December 31, 2009,
respectively, with a face value of $-0- and $203,000 at
September 30, 2010 and December 31, 2009, respectively,
interest at 6.0%.
    
    
    
    
    
    
    196,442Series A Convertible Debentures, converted April 16, 2010,
interest at 6.0%
    
    
    
    
    
    
    140,000Total debt
    
    
    1,785,381
    
    
    
    1,541,925Current maturities
    
    
    (1,785,381
    )
    
    
    (1,541,925
    )Long-term portion, less current maturities
    
    $
    
    
    
    $
    
 Convertible Notes Payable
   12




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CMS Acquisition, LLC Note Payable
  Vertex (formerly WWT) Note Payable
   13




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Series A Convertible Debentures
    Note 7  Stockholders Equity (Deficit)
         14




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Net Loss per share
 Note 8  Related Party Transactions
         15




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Note 9  Share-based Payments
     WeightedShares Under
    
    
    Average
    
    
    AggregateOption
    
    
    Exercise Price
    
    
    intrinsic valueOptions outstanding at December 31, 2009
    
    
    6,815,000
    
    
    $
    0.18
    
    
    
    (1)Granted
    
    
    322,000
    
    
    
    0.07Exercised
    
    
    Forfeited
    
    
    (1,600,000
    )
    
    
    0.26Options outstanding at September 30, 2010
    
    
    5,537,000
    
    
    $
    0.15
    
    
    
    (1)Options exercisable at September 30, 2010
    
    
    4,823,667
    
    
    $
    0.14
    
    
    
    (1)
 (1)
    
    The weighted-average exercise price at September 30, 2010 and December 31, 2009 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-.  16




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Note 10  Commitments and Contingencies
 Leases 
 Note 11  Subsequent Events
    17




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 Statement Regarding Forward-Looking Information
   
    
    our ability to raise additional capital on favorable terms to continue operating and to develop our technologies;
 
    
    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.
  Company Overview
    18




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Recent Developments
    19




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Plan of Operation
      20




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Biomass Feedstock Production
        21




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Diesel Fuel Production
  Bio-Fuel and Bio-Chemical Joint Testing/Research
    New Technologies; Commercializing Existing Technologies
   
    
    construct and operate and/or license 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.
   22




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Results of Operations
  Three months endedSept. 30, 2010
    
    
    Sept. 30, 2009
    
    
    ChangeGeneral and administrative
    
    $
    155,019
    
    
    $
    288,740
    
    
    $
    (133,721
    )Professional fees
    
    
    32,988
    
    
    
    64,657
    
    
    
    (31,669
    )Operating loss
    
    
    188,007
    
    
    
    353,397
    
    
    
    (165,390
    )Other expense (income):Interest expense
    
    
    101,302
    
    
    
    253,657
    
    
    
    (152,355
    )Other expense (income)
    
    
    4,377
    
    
    
    (3,431
    )
    
    
    7,808Net loss applicable to common stockholders
    
    $
    293,686
    
    
    $
    603,623
    
    
    $
    (309,937
    )
 General and administrative
 Professional Fees
 Interest expense
 Nine months endedSept. 30, 2010
    
    
    Sept. 30, 2009
    
    
    ChangeGeneral and administrative
    
    $
    591,770
    
    
    $
    877,567
    
    
    $
    (285,797
    )Professional fees
    
    
    107,458
    
    
    
    257,231
    
    
    
    (149,773
    )Research and development
    
    
    
    
    
    
    101
    
    
    
    (101
    )Operating loss
    
    
    699,228
    
    
    
    1,134,899
    
    
    
    (435,671
    )Other expense (income):Interest expense
    
    
    325,446
    
    
    
    725,949
    
    
    
    (400,503
    )Other income
    
    
    (4,353
    )
    
    
    (39,938
    )
    
    
    35,585Net loss applicable to common stockholders
    
    $
    1,020,321
    
    
    $
    1,820,910
    
    
    $
    (800,589
    )
 General and administrative
 Professional Fees
 Interest expense
 Other income
  23




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Liquidity and Capital Resources
  Debt
 Convertible Notes Payable
    24




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CMS Acquisition, LLC Note Payable
  Summary of Cash Flow Activity
 Nine months ended September 30,2010
    
    
    2009Net cash used by operating activities
    
    $
    (215,688
    )
    
    $
    (589,978
    )Net cash used by investing activities
    
    
    
    
    
    
    (20,702
    )Net cash provided by financing activities
    
    
    216,342
    
    
    
    534,097
 Net cash used by operating activities
  Net cash used by investing activities
  Net cash provided by financing activities
   25




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##### Table of Contents



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)
    
    $
    1,890,000
    
    
    $
    1,890,000
    
    
    $
    
    
    
    $
    
    
    
    $
    CMS Acquition Note (2)
    
    
    106,000
    
    
    
    106,000
    
    
    
    
    
    
    
    
    
    
    
    Capital Lease (3)
    
    
    2,700
    
    
    
    2,700
    
    
    
    
    
    
    
    
    
    
    
    Operating Lease (4)
    
    
    5,400
    
    
    
    5,400
    
    
    
    
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    2,004,100
    
    
    $
    2,004,100
    
    
    $
    
    
    
    $
    
    
    
    $
    
 (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 February 28, 2011.(3)
    
    Represents lease on office furniture.(4)
    
    Represents lease for office space. The lease is for three years from occupancy date of January
2008. Off-Balance Sheet Arrangements
  Critical Accounting Policies
   
 Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4T.
    
    Controls and Procedures
 Effectiveness of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  26




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
 
 Item 1A.
    
    Risk Factors
  We need to obtain financing for current operations.
  We may not be able to attract and retain management and other personnel we need to succeed.
  
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    27




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##### Table of Contents



Item 3. Defaults Upon Senior Securities 
 
 Item 4.
    
    Reserved.
 
 Item 5.
    
    Other Information
 
 Item 6.
    
    Exhibits
  EXHIBIT NO.
    
    DESCRIPTION31.1
    
    
    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 Rule 13a-14(a) and Rule 15d-14(a) of
the Securities Exchange Act, as amended.32.1
    
    
    Certification (Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002) of Chief Executive Officer.32.2
    
    
    Certification (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.
 
  28




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##### Table of Contents



SIGNATURES
  CLEANTECH BIOFUELS, INC.Date: November 11, 2010
    /s/ Edward P. Hennessey, Jr.Edward P. Hennessey, Jr.Chief Executive OfficerDate: November 11, 2010
    /s/ Thomas JenneweinThomas JenneweinChief Financial Officer and
Principal Accounting Officer  29




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##### Table of Contents



INDEX TO EXHIBITS
 EXHIBIT NO.
    
    DESCRIPTION31.1
    
    
    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 Rule 13a-14(a) and Rule 15d-14(a) of
the Securities Exchange Act, as amended.32.1
    
    
    Certification (Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002) of Chief Executive Officer.32.2
    
    
    Certification (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.
  30