##### 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 MARCH 31, 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
    
    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
 þ o
 Yes o No o
  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




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##### 



CLEANTECH BIOFUELS, INC.
TABLE OF CONTENTS
 PAGEPART I Financial Information
    
    
    3Item 1 Consolidated Financial Statements (Unaudited)
    
    
    3Consolidated Balance Sheets  March 31, 2010 and December 31, 2009
    
    
    3Consolidated Statements of Operations  Three months ended March 31, 2010 and 2009 and Inception to March 31, 2010
    
    
    4Consolidated Statements of Stockholders Equity (Deficit)  March 31, 2010
    
    
    5Consolidated Statements of Cash Flows  Three months ended March 31, 2010 and 2009 and Inception to March 31, 2010
    
    
    6Notes to Consolidated Financial Statements
    
    
    8Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 3 Quantitative and Qualitative Disclosures About Market Risk
    
    
    23Item 4T Controls and Procedures
    
    
    24PART II Other Information
    
    
    24Item 1 Legal Proceedings
    
    
    24Item 1A Risk Factors
    
    
    24Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    25Item 3 Defaults upon Senior Securities
    
    
    25Item 4 Submission of Matters to a Vote of Security Holders
    
    
    25Item 5 Other Information
    
    
    25Item 6 Exhibits
    
    
    26Signatures
    
    
    27Index to Exhibits
    
    
    28Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements (Unaudited)
 CLEANTECH BIOFUELS, INC.
(formerly Alternative Ethanol Technologies, Inc.)
(A Development Stage Company)
 
 CONSOLIDATED BALANCE SHEETS
 March 31, 2010
    
    
    December 31, 2009(unaudited)
    
    
    (audited)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    14,736
    
    
    $
    912Prepaids and other current assets
    
    
    35,917
    
    
    
    36,48150,653
    
    
    
    37,393Property and equipment, net
    
    
    14,105
    
    
    
    20,308Non-Current Assets:Technology licenses, net
    
    
    1,521,250
    
    
    
    1,521,250Patents
    
    
    600,000
    
    
    
    600,000Total Assets
    
    $
    2,186,008
    
    
    $
    2,178,951LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Current Liabilities:Accounts payable
    
    $
    321,433
    
    
    $
    302,898Accrued interest
    
    
    71,918
    
    
    
    83,142Accrued professional fees and other
    
    
    251,139
    
    
    
    175,693Notes payable, net
    
    
    1,595,476
    
    
    
    1,401,925Series A convertible debentures
    
    
    140,000
    
    
    
    140,000Deferred revenue
    
    
    50,000
    
    
    
    50,000Capital lease
    
    
    4,903
    
    
    
    4,869Total Current Liabilities
    
    
    2,434,869
    
    
    
    2,158,527Capital Lease
    
    
    
    
    
    
    1,235Series A Convertible Debentures
    
    
    
    
    
    
    STOCKHOLDERS 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;
66,406,824 and 66,256,824 shares issued and outstanding at
March 31, 2010 and December 31, 2009, respectively
    
    
    66,407
    
    
    
    66,257Additional paid-in capital
    
    
    6,014,379
    
    
    
    5,911,136Notes receivable  restricted common stock
    
    
    (336,129
    )
    
    
    (316,838
    )Deficit accumulated during the development stage
    
    
    (5,993,518
    )
    
    
    (5,641,366
    )Total Stockholders Equity
    
    
    (248,861
    )
    
    
    19,189Total Liabilities and Stockholders Equity
    
    $
    2,186,008
    
    
    $
    2,178,951
 See accompanying notes to financial statements.
  3




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##### Table of Contents



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

(unaudited)
 July 14, 2004Three months ended
    
    
    (inception) toMarch 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010General and administrative
    
    $
    195,401
    
    
    $
    243,823
    
    
    $
    2,351,040Professional fees
    
    
    41,524
    
    
    
    109,413
    
    
    
    1,090,988Research and development
    
    
    
    
    
    
    101
    
    
    
    1,217,847Operating Loss
    
    
    236,925
    
    
    
    353,337
    
    
    
    4,659,875Other expense (income):Interest expense
    
    
    119,518
    
    
    
    226,127
    
    
    
    1,272,511Amortization of technology license
    
    
    
    
    
    
    
    
    
    
    35,000Deposit forfeiture
    
    
    
    
    
    
    
    
    
    
    (25,000
    )Other income
    
    
    
    
    
    
    (4,667
    )
    
    
    (32,000
    )Interest income
    
    
    (4,291
    )
    
    
    (2,241
    )
    
    
    (51,216
    )115,227
    
    
    
    219,219
    
    
    
    1,199,295Income tax benefit
    
    
    
    
    
    
    
    
    
    
    Net loss applicable to common stockholders
    
    $
    352,152
    
    
    $
    572,556
    
    
    $
    5,859,170Basic and diluted net loss per common share
    
    $
    0.01
    
    
    $
    0.01
    
    
    $
    0.12Weighted average common shares outstanding
    
    
    66,356,824
    
    
    
    61,351,553
    
    
    
    48,415,750
 See accompanying notes to financial statements.
  4




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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)

(unaudited)
 Additional
    
    
    Notes Rec -
    
    
    July 14, 2004Common Stock
    
    
    Paid-in
    
    
    restricted
    
    
    (inception) toShares
    
    
    Amount
    
    
    Capital
    
    
    common stock
    
    
    Dec 31, 2009Balances at December 31, 2009
    
    
    66,256,824
    
    
    $
    66,257
    
    
    $
    5,911,136
    
    
    $
    (316,838
    )
    
    $
    (5,641,366
    )Discounts on Notes Payable
    
    
    
    
    
    
    
    
    
    
    46,936Issuance of restricted shares to a Director in Feb-10 at
$.10 per share
    
    
    150,000
    
    
    
    150
    
    
    
    14,850
    
    
    
    (15,000
    )Interest on Notes Receivable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,291
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    41,457Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (352,152
    )Balances at March 31, 2010
    
    
    66,406,824
    
    
    $
    66,407
    
    
    $
    6,014,379
    
    
    $
    (336,129
    )
    
    $
    (5,993,518
    )
 See accompanying notes to financial statements.
  5




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##### Table of Contents



CLEANTECH BIOFUELS, INC.
(formerly Alternative Ethanol Technologies, Inc.)
(A Development Stage Company)
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)
 July 14, 2004Three months ended
    
    
    (inception) toMarch 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010Operating ActivitiesNet loss applicable to common stockholders
    
    $
    (352,152
    )
    
    $
    (572,556
    )
    
    $
    (5,859,170
    )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
    
    
    6,203
    
    
    
    1,070
    
    
    
    54,251Amortization
    
    
    
    
    
    
    
    
    
    
    35,000Interest income
    
    
    (4,291
    )
    
    
    (2,240
    )
    
    
    (23,829
    )Amortization of discounts (interest expense) and
other financing charges
    
    
    92,658
    
    
    
    207,401
    
    
    
    1,047,135Share-based compensation expense
    
    
    41,457
    
    
    
    83,291
    
    
    
    661,299Write-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
    
    
    8,473
    
    
    
    18,382
    
    
    
    (6,432
    )Technology license
    
    
    
    
    
    
    
    
    
    
    (132,500
    )Accounts payable
    
    
    18,535
    
    
    
    31,008
    
    
    
    321,433Other assets and other liabilities
    
    
    26,671
    
    
    
    88,836
    
    
    
    216,163Accrued liabilities
    
    
    75,446
    
    
    
    63,350
    
    
    
    251,139Net cash used by operating activities
    
    
    (87,000
    )
    
    
    (81,458
    )
    
    
    (2,519,839
    )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
    
    
    
    
    
    
    (15,200
    )
    
    
    (54,237
    )Net cash used by investing activities
    
    
    
    
    
    
    (15,200
    )
    
    
    (224,237
    )Cash Flows Provided (Used) by Financing ActivitiesAdvances  related parties
    
    
    (7,909
    )
    
    
    
    
    
    
    (29,485
    )Payments on capital lease, including interest
    
    
    (1,267
    )
    
    
    (1,264
    )
    
    
    (10,103
    )Series A Convertible Debentures, including interest
    
    
    
    
    
    
    
    
    
    
    1,424,900Issuance of Convertible Notes Payable
    
    
    140,000
    
    
    
    35,000
    
    
    
    1,705,500Payments on Note Payable
    
    
    (30,000
    )
    
    
    (14,613
    )
    
    
    (357,000
    )Sale of common stock
    
    
    
    
    
    
    
    
    
    
    25,000Net cash provided by financing activities
    
    
    100,824
    
    
    
    19,123
    
    
    
    2,758,812Net increase (decrease) in cash and cash equivalents
    
    
    13,824
    
    
    
    (77,535
    )
    
    
    14,736Cash and cash equivalents at beginning of period
    
    
    912
    
    
    
    96,617
    
    
    
    Cash and cash equivalents at end of period
    
    $
    14,736
    
    
    $
    19,082
    
    
    $
    14,736
  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, 2004Three months ended
    
    
    (inception) toMarch 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010Supplemental
disclosure of cash
flow information:Cash paid for interest
    
    $
    255
    
    
    $
    345
    
    
    $
    10,501Supplemental
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
    
    $
    
    
    
    $
    122,100
    
    
    $
    1,333,337Common stock issued for Debentures
converted
    
    $
    
    
    
    $
    
    
    
    $
    153,009Common stock and note payable issued
for acquisition of Biomass
    
    $
    
    
    
    $
    
    
    
    $
    1,501,250Common stock issued for HFTA
    
    $
    
    
    
    $
    
    
    
    $
    693,045
 See accompanying notes to 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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##### Table of Contents



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




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##### Table of Contents



Note 5  Technology Licenses
 Biomass North America Licensing, Inc.
   HFTA, Inc.
   Bio-Products International, Inc.
   10




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##### Table of Contents



Note 6  Debt
 March 31,
    
    
    December 31,2010
    
    
    2009Convertible Notes Payable, net of discounts of $0 and $7,137 at March 31,
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
March 31, 2010 December 31, 2009, respectively, due in one year from
date of note, interest at 6.0%
    
    $
    
    
    
    $
    494,863Convertible Notes Payable, net of discounts of $155,853 and $187,880
at March 31, 2010 and December 31, 2009, respectively, which are made
up of various individual notes with an aggregate face value of $1,578,329
and $898,500 at March 31, 2010 and December 31, 2009, respectively, due
in one year from date of note, interest at 6.0%
    
    
    1,422,476
    
    
    
    710,620Vertex (formerly WWT) Note Payable, net of discount of $0 and $6,558 at
March 31, 2010 and December 31, 2009, respectively, with a face value
of $173,000 and $203,000, respectively. Principal and interest due
1-22-10, interest at 6.0%
    
    
    173,000
    
    
    
    196,442Series A Convertible Debentures, due April 16, 2010, interest at 6.0%
    
    
    140,000
    
    
    
    140,000Total debt
    
    
    1,735,476
    
    
    
    1,541,925Current maturities
    
    
    (1,735,476
    )
    
    
    (1,541,925
    )Long-term portion, less current maturities
    
    $
    
    
    
    $
    
 Convertible Notes Payable
   11




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Vertex (formerly WWT) Note Payable
  Series A Convertible Debentures
    12




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##### Table of Contents



Note 7  Stockholders Equity (Deficit)
     Net Loss per Common Share
 Note 8  Related Party Transactions
      13




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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
    
    
    160,000
    
    
    
    0.08Exercised
    
    
    Forfeited
    
    
    Options outstanding at March 31, 2010
    
    
    6,975,000
    
    
    $
    0.18
    
    
    
    (1)Options exercisable at March 31, 2010
    
    
    3,871,668
    
    
    $
    0.18
    
    
    
    (1)
 (1)
    
    The weighted-average exercise price at March 31, 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-.  14




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##### Table of Contents



Note 10  Commitments and Contingencies
 Jordan Altabet litigation
 Leases 
 Note 11  Subsequent Events
       15




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Statement Regarding Forward-Looking Information
   
    
    the commercial viability of our technologies,
 
    
    our ability to maintain and enforce our exclusive rights to our technologies,
 
    
    our ability to raise additional capital on favorable terms to continue developing
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
     16




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Recent Developments
    17




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##### Table of Contents



Plan of Operation
      Biomass Feedstock Production
     18




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##### Table of Contents



Diesel Fuel Production
  Bio-Fuel and Bio-Chemical Joint Testing/Research
      19




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##### Table of Contents



New Technologies; Commercializing Existing Technologies
   
    
    license and/or 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
  Three months endedMarch 31, 2010
    
    
    March 31, 2009
    
    
    ChangeGeneral and administrative
    
    $
    195,401
    
    
    $
    243,823
    
    
    $
    (48,422
    )Professional fees
    
    
    41,524
    
    
    
    109,413
    
    
    
    (67,889
    )Research and development
    
    
    
    
    
    
    101
    
    
    
    (101
    )Operating loss
    
    
    236,925
    
    
    
    353,337
    
    
    
    (116,412
    )Other expense (income):Interest expense
    
    
    119,518
    
    
    
    226,127
    
    
    
    (106,609
    )Other income
    
    
    
    
    
    
    (4,667
    )
    
    
    4,667Interest income
    
    
    (4,291
    )
    
    
    (2,241
    )
    
    
    (2,050
    )Net loss applicable to common stockholders
    
    $
    352,152
    
    
    $
    572,556
    
    
    $
    (220,404
    )
 General and administrative
 Professional Fees
 Interest expense
  20




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Liquidity and Capital Resources
  Debt
 Convertible Notes Payable
    21




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##### Table of Contents



Vertex (formerly WWT) Note Payable
  Series A Convertible Debentures
   Summary of Cash Flow Activity
 Three months ended March 31,2010
    
    
    2009Net cash used by operating activities
    
    $
    (87,000
    )
    
    $
    (81,458
    )Net cash used by investing activities
    
    
    
    
    
    
    (15,200
    )Net cash provided by financing activities
    
    
    100,824
    
    
    
    19,123
 Net cash used by operating activities
  Net cash used by investing activities
  Net cash provided by financing activities
   22




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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)
    
    $
    1,673,000
    
    
    $
    1,673,000
    
    
    
    
    
    
    $
    
    
    
    $
    Vertex Note (2)
    
    
    181,700
    
    
    
    181,700
    
    
    
    
    
    
    
    
    
    
    
    Series A Convertible
Debentures (3)
    
    
    140,000
    
    
    
    140,000
    
    
    
    
    
    
    
    
    
    
    
    Capital Lease (4)
    
    
    5,400
    
    
    
    5,400
    
    
    
    
    
    
    
    
    
    
    
    Operating Lease (5)
    
    
    16,200
    
    
    
    16,200
    
    
    
    
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    2,016,300
    
    
    $
    2,016,300
    
    
    $
    
    
    
    $
    
    
    
    $
    
 (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 mature 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 estimate for interest. Final payment on this note was
due January 22, 2010. We are working with Vertex on arrangements for final payments.(3)
    
    Debentures are convertible at Companys option into shares of the Companys common stock. The remaining
Debentures matured on April 16, 2010 and will be converted into shares of the companys common stock.(4)
    
    Represents lease on office furniture.(5)
    
    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
   23




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Item 4T. Controls and Procedures
 Effectiveness of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
 
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
 Ram Resources, L.L.C. v. CleanTech Biofuels, Inc.
 Jordan Altabet v. Ed Hennessey and CleanTech Biofuels, Inc.
 
 Item 1A. Risk Factors
   24




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##### Table of Contents



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
 Item 3. Defaults Upon Senior Securities 
 
 Item 4. Submission of Matters to a Vote of Security Holders 
 
 Item 5. Other Information 
  25




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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.
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##### Table of Contents



SIGNATURES
  CLEANTECH BIOFUELS, INC.Date: May 13, 2010
    /s/ Edward P. Hennessey, Jr.Edward P. Hennessey, Jr.Chief Executive OfficerDate: May 13, 2010
    /s/ Thomas JenneweinThomas JenneweinChief Financial Officer and

Principal Accounting Officer  27




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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.
 
  28