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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q/A
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008
 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
  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
    
    
    1Item 1 Financial Statements (Unaudited)
    
    
    1Balance Sheets  March 31, 2008 and December 31, 2007
    
    
    1Statements of Operations  Three months ended March 31, 2008 and 2007
    
    
    2Statements of Stockholders Deficit  March 31, 2008
    
    
    3Statements of Cash Flows  Three months ended March 31, 2008 and 2007
    
    
    4Notes
to Financial Statements
    
    
    5Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operation
    
    
    10Item 3 Quantitative and Qualitative Disclosures About Market Risk
    
    
    14Item 4T Controls and Procedures
    
    
    15PART II Other Information
    
    
    15Item 1 Legal Proceedings
    
    
    15Item 1A Risk Factors
    
    
    15Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    16Item 3 Defaults upon Senior Securities
    
    
    16Item 4 Submission of Matters to a Vote of Security Holders
    
    
    16Item 5 Other Information
    
    
    16Item 6 Exhibits
    
    
    16Signatures
    
    
    17Index to Exhibits
    
    
    18Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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EXPLANATORY NOTE:

 

Cleantech Biofuels, Inc. (the Company) is filing this Form 10-Q/A to its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2008 (originally filed with the Securities and Exchange Commission on May 15, 2008) containing
the following revision:  
    
    The calculation of the Companys share-based compensation expense (FAS123R) was incorrectly calculated for
the three months ended March 31, 2008. The result is a reduction to expense and Additional Paid In Capital of
approximately $503,000. This change is reflected in all the financial statements and Note 7 in Part I, Item 1
and Results of Operations in Item 2  Managements Discussion and Analysis of Financial Condition and Results
of Operations. Except as expressly set forth in this Form 10-Q/A, the Companys Quarterly Report on Form 10-Q for the quarter ended
March 31, 2008 has not been amended, updated or otherwise modified.

 

This Form 10-Q/A does not reflect events occurring after the filing of the Form 10-Q or modify or update those
disclosures affected by subsequent events.  Consequently, all other information is unchanged and reflects the
disclosures made at the time of the filing of the Form 10-Q.  With this Amendment, the principal executive officer and
principal financial officer of the Company have reissued their certifications required by Sections 302 and 906 of the
Sarbanes-Oxley Act.




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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)
 
 BALANCE SHEET
 March 31, 2008
    
    
    December 31,(unaudited)
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    297,590
    
    
    $
    120,356Receivables:Interest
    
    
    
    
    
    
    19,425Promissory notes
    
    
    
    
    
    
    450,000Prepaids and other current assets
    
    
    60,445
    
    
    
    72,026358,035
    
    
    
    661,807Property and equipment, net
    
    
    38,989
    
    
    
    3,099Non-current asset:Technology license, net
    
    
    108,750
    
    
    
    112,500Total Assets
    
    $
    505,774
    
    
    $
    777,406LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    163,526
    
    
    $
    91,988Accrued interest
    
    
    44,917
    
    
    
    60,433Accrued professional fees
    
    
    36,600
    
    
    
    36,600Capital Lease
    
    
    4,508
    
    
    
    Total current liabilities
    
    
    249,551
    
    
    
    189,021Capital Lease
    
    
    9,245
    
    
    
    Series A Convertible Debentures
    
    
    770,000
    
    
    
    1,400,000STOCKHOLDERS DEFICITPreferred 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; 53,776,747
and 49,343,680 shares issued and outstanding at March 31, 2008 and
December 31, 2007, respectively
    
    
    53,777
    
    
    
    49,344Additional paid-in capital
    
    
    1,107,467
    
    
    
    364,260Notes receivable  restricted common shares issued to Directors
    
    
    (90,000
    )
    
    
    (90,000
    )Deficit accumulated during the development stage
    
    
    (1,594,266
    )
    
    
    (1,135,219
    )Total Stockholders Deficit
    
    
    (523,022
    )
    
    
    (811,615
    )Total Liabilities and Stockholders Deficit
    
    $
    505,774
    
    
    $
    777,406
 See accompanying notes to financial statements.
  1




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CLEANTECH BIOFUELS, INC.
(formerly Alternative Ethanol Technologies, Inc.)
(A Development Stage Company)
 
 STATEMENTS OF OPERATIONS (unaudited)
 July 14, 2004Three months ended
    
    
    (inception) toMarch 31,
    
    
    March 31,2008
    
    
    2007
    
    
    2008Costs and expenses:General and administrative
    
    $
    146,223
    
    
    $
    4,007
    
    
    $
    645,858Professional fees
    
    
    111,946
    
    
    
    1,970
    
    
    
    440,589Research and development
    
    
    183,104
    
    
    
    
    
    
    
    315,334441,273
    
    
    
    5,977
    
    
    
    1,401,781Other expense (income):Interest
    
    
    19,751
    
    
    
    3,597
    
    
    
    86,519Amortization of technology license
    
    
    3,750
    
    
    
    
    
    
    
    23,750Deposit forfeiture
    
    
    
    
    
    
    
    
    
    
    (25,000
    )Interest income
    
    
    (5,727
    )
    
    
    
    
    
    
    (27,132
    )17,774
    
    
    
    3,597
    
    
    
    58,137Net loss applicable to common stockholders
    
    $
    459,047
    
    
    $
    9,574
    
    
    $
    1,459,918Basic and diluted net loss per common share
    
    $
    0.01
    
    
    
    **
    
    
    $
    0.04Weighted average common shares outstanding
    
    
    50,082,525
    
    
    
    38,624,784
    
    
    
    41,107,993
 **
    
    - less than $.01 per share See accompanying notes to financial statements.
  2




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CLEANTECH BIOFUELS, INC.
(formerly Alternative Ethanol Technologies, Inc.)
(A Development Stage Company)
 
 Statements of Changes in Stockholders Deficit (unaudited)
 Notes Rec -restrictedcommon
    
    
    July 14, 2004Additional
    
    
    shares
    
    
    (inception) toCommon Stock
    
    
    Paid-in
    
    
    issued to
    
    
    March 31,Shares
    
    
    Amount
    
    
    Capital
    
    
    Directors
    
    
    2008Balances at December 31, 2007
    
    
    49,343,680
    
    
    $
    49,344
    
    
    $
    364,260
    
    
    $
    (90,000
    )
    
    $
    (1,135,219
    )Conversion of promissory notes in March 2008
at $.15 per share
    
    
    4,433,067
    
    
    
    4,433
    
    
    
    660,527Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    82,680Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (459,047
    )Balances at March 31, 2008
    
    
    53,776,747
    
    
    $
    53,777
    
    
    $
    1,107,467
    
    
    $
    (90,000
    )
    
    $
    (1,594,266
    )
 See accompanying notes to financial statements.
  3




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CLEANTECH BIOFUELS, INC.
(formerly Alternative Ethanol Technologies, Inc.)
(A Development Stage Company)
 
 STATEMENTS OF CASH FLOWS (unaudited)
 July 14, 2004For the three months ended
    
    
    (inception) toMarch 31,
    
    
    March 31,2008
    
    
    2007
    
    
    2008OPERATING ACTIVITIESNet loss applicable to common stockholders
    
    $
    (459,047
    )
    
    $
    (9,574
    )
    
    $
    (1,459,918
    )Adjustments to reconcile net loss applicable to common
stockholders to net cash used by operating activities:Common stock issued for organizational costs
    
    
    
    
    
    
    
    
    
    
    100Amortization
    
    
    3,750
    
    
    
    
    
    
    
    23,750Depreciation
    
    
    4,909
    
    
    
    
    
    
    
    5,165Share-based compensation expense
    
    
    82,680
    
    
    
    
    
    
    
    121,809Fair value of RAM warrant settlement
    
    
    
    
    
    
    
    
    
    
    125,027Changes in operating assets and liabilities:Interest receivable
    
    
    (5,475
    )
    
    
    
    
    
    
    Prepaids and other current assets
    
    
    11,581
    
    
    
    
    
    
    
    (60,445
    )Technology license
    
    
    
    
    
    
    (15,000
    )
    
    
    (132,500
    )Accounts payable
    
    
    71,538
    
    
    
    
    
    
    
    163,526Accrued interest
    
    
    19,444
    
    
    
    3,027
    
    
    
    54,977Accrued liabilities
    
    
    
    
    
    
    1,971
    
    
    
    36,600Cash used by operating activities
    
    
    (270,620
    )
    
    
    (19,576
    )
    
    
    (1,121,909
    )INVESTING ACTIVITIESExpenditures for equipment
    
    
    (40,799
    )
    
    
    
    
    
    
    (44,154
    )Cash used by investing activities
    
    
    (40,799
    )
    
    
    
    
    
    
    (44,154
    )FINANCING ACTIVITIESAdvances  related parties
    
    
    
    
    
    
    19,576
    
    
    
    Capital lease
    
    
    13,753
    
    
    
    
    
    
    
    13,753Series A Convertible Debentures
    
    
    474,900
    
    
    
    
    
    
    
    1,424,900Sale of common stock
    
    
    
    
    
    
    
    
    
    
    25,000Cash provided by financing activities
    
    
    488,653
    
    
    
    19,576
    
    
    
    1,463,653Increase (decrease) in cash and cash equivalents
    
    
    177,234
    
    
    
    
    
    
    
    297,590Cash and cash equivalents at beginning of period
    
    
    120,356
    
    
    
    20
    
    
    
    Cash and cash equivalents at end of period
    
    $
    297,590
    
    
    $
    20
    
    
    $
    297,590Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    
    
    
    $
    
    
    
    $
    6,334Supplemental disclosure of noncash investing and
financing activities:Promissory notes receivable
    
    $
    
    
    
    $
    
    
    
    $
    450,000Series A Convertible Debentures
    
    $
    
    
    
    $
    
    
    
    $
    450,000Restricted common stock issued to Directors
    
    $
    
    
    
    $
    
    
    
    $
    90,000Common stock issued for organizational costs
    
    $
    
    
    
    $
    
    
    
    $
    100Common stock issued for promissory notes
    
    $
    
    
    
    $
    
    
    
    $
    133,596Common stock issued for Debentures converted
    
    $
    664,960
    
    
    $
    
    
    
    $
    664,960
 See accompanying notes to financial statements.
  4




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Note 1  Organization and Business
     Note 2  Interim Financial Statements
  Note 3  Technology Licenses
   5




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Note 4  Series A Convertible Debentures
    6




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Note 5  Stockholders Deficit
    Note 6  Related Party Transactions
       7




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Note 7  Share-based Payments
         8




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WeightedShares Under
    
    
    AverageOption
    
    
    Exercise PriceAdoption of Stock Plan in March 2007
    
    
    Granted
    
    
    4,010,000
    
    
    $
    0.15Exercised
    
    
    Forfeited
    
    
    Options outstanding at December 31, 2007
    
    
    4,010,000
    
    
    
    0.15GrantedExercised
    
    
    Forfeited
    
    
    Options outstanding at March 31, 2008
    
    
    4,010,000Options exercisable at March 31, 2008
    
    
    
  Note 8  Commitments and Contingencies
 Project management
  Leases 
  9




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Note 9  Subsequent Events
  
 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 in the next one to two
months,
    
    our disputes and resulting litigation with the licensor of our PSC technology,
    
    the demand for and production costs of ethanol,
    
    competition from other alternative energy technologies, and
    
    other risks and uncertainties detailed from time to time in our filings with the SEC.
  Company Overview
  
    
    complete the research and development of our licensed technologies, which we believe
when combined can convert municipal solid waste into ethanol; and
    
    explore, develop and/or license additional technologies for processing waste into energy
products as opportunities to do so present themselves.
  10




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
    
    the Pressurized Steam Classification technology, which we refer to as our PSC
technology, invented at the University of Huntsville, Alabama, that uses a pressurized
steam classification vessel to convert municipal solid waste, also known as MSW, into
cellulosic material while simultaneously segregating and eliminating any inorganic
materials in the solid waste and cleaning recyclable materials in the MSW;
    
    the sulfuric acid hydrolysis process, which we refer to as our Brelsford technology,
developed by Brelsford Engineering, Inc., that employs an acid hydrolysis process to
convert cellulosic material into fermentable sugars, which can then be fermented into
ethanol; and
    
    the nitric acid hydrolysis process, which we refer to as our HFTA technology,
developed by scientists working at the University of California, Berkeley, that
incorporates anticipated improvements in chemical reaction by which acid hydrolysis occurs.
    Plan of Operation/Results of Operations
    11




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Proof of Concept/Demonstration Phase
   Commercialization Phase
   12




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Replication and Rollout Phase
   Three months ended
    
    
    Three months endedMarch 31, 2008
    
    
    March 31, 2007Costs and expenses:General and administrative
    
    $
    146,223
    
    
    
    33
    %
    
    $
    4,007
    
    
    
    67.0
    %Professional fees
    
    
    111,946
    
    
    
    25
    %
    
    
    1,970
    
    
    
    33.0
    %Research and development
    
    
    183,104
    
    
    
    42
    %
    
    
    
    
    
    
    0.0
    %441,273
    
    
    
    100.0
    %
    
    
    5,977
    
    
    
    100.0
    %Other expense (income):Interest
    
    
    19,751
    
    
    
    
    
    
    
    3,597Amortization of technology license
    
    
    3,750
    
    
    
    
    
    
    
    Interest income
    
    
    (5,727
    )
    
    
    
    
    
    
    Net loss applicable to common stockholders
    
    $
    459,047
    
    
    
    
    
    
    $
    9,574
 Three months ended March 31, 2008 compared to the three months ended March 31, 2007
 General
  Costs and expenses:
 General and administrative
 Professional fees
 Research and development
  13




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Other expense (income):
 Interest expense
 Amortization of technology license
 Interest income
 Liquidity and Capital Resources
   Off-Balance Sheet Arrangements
  Critical Accounting Policies
   
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
   14




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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
 CleanTech Biofuels, Inc. v. Bioproducts International, Inc
   
 Item 1A. Risk Factors
   15




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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 
 
 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.
  16




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SIGNATURES
  CLEANTECH BIOFUELS, INC.Date: October 27, 2008
    /s/ Edward P. Hennessey, Jr.Edward P. Hennessey, Jr.Chief Executive OfficerDate: October 27, 2008
    /s/ Thomas JenneweinThomas JenneweinChief Financial Officer and
Principal Accounting Officer  17




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EXHIBIT INDEX
 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.
  18