##### 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 JUNE 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
    
    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 InformationItem 1 Consolidated Financial Statements
    
    
    3Consolidated Balance Sheets  June 30, 2010 and December 31, 2009
    
    
    3Consolidated Statements of Operations  Three and six months ended June 30, 2010 and 2009 and Inception to June 30, 2010
    
    
    4Consolidated Statements of Stockholders Equity (Deficit)  June 30, 2010
    
    
    5Consolidated Statements of Cash Flows  Three and six months ended June 30, 2010 and 2009 and Inception to June 30, 2010
    
    
    6Notes to Consolidated Financial Statements
    
    
    8Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 3 Quantitative and Qualitative Disclosures About Market Risk
    
    
    25Item 4T Controls and Procedures
    
    
    25PART II Other InformationItem 1 Legal Proceedings
    
    
    26Item 1A Risk Factors
    
    
    26Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    27Item 3 Defaults upon Senior Securities
    
    
    27Item 4 Reserved
    
    
    27Item 5 Other Information
    
    
    27Item 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
 June 30, 2010
    
    
    December 31, 2009(unaudited)
    
    
    (audited)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    18,132
    
    
    $
    912Prepaids and other current assets
    
    
    38,692
    
    
    
    36,481Total Current Assets
    
    
    56,824
    
    
    
    37,393Property and equipment, net
    
    
    12,578
    
    
    
    20,308Technology license, net
    
    
    1,521,250
    
    
    
    1,521,250Patent
    
    
    600,000
    
    
    
    600,000Total Assets
    
    $
    2,190,652
    
    
    $
    2,178,951LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Current Liabilities:Accounts payable
    
    $
    354,103
    
    
    $
    302,898Accrued interest
    
    
    73,107
    
    
    
    83,142Other accrued liabilities
    
    
    359,325
    
    
    
    175,693Notes payable, net
    
    
    1,695,372
    
    
    
    1,401,925Series A convertible debentures
    
    
    
    
    
    
    140,000Deferred revenue
    
    
    50,000
    
    
    
    50,000Capital lease
    
    
    3,688
    
    
    
    4,869Total Current Liabilities
    
    
    2,535,595
    
    
    
    2,158,527Capital Lease
    
    
    
    
    
    
    1,235Total Liabilities
    
    
    2,535,595
    
    
    
    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;
68,609,679 and 66,256,824 shares issued and outstanding at
June 30, 2010 and December 31, 2009, respectively
    
    
    68,610
    
    
    
    66,257Additional paid-in capital
    
    
    6,295,016
    
    
    
    5,911,136Notes receivable  restricted common stock
    
    
    (340,568
    )
    
    
    (316,838
    )Deficit accumulated during the development stage
    
    
    (6,368,001
    )
    
    
    (5,641,366
    )Total Stockholders Equity
    
    
    (344,943
    )
    
    
    19,189Total Liabilities and Stockholders Equity
    
    $
    2,190,652
    
    
    $
    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
    
    
    Six months ended
    
    
    (inception) toJune 30,
    
    
    June 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010General and administrative expenses
    
    $
    241,350
    
    
    $
    345,004
    
    
    $
    436,751
    
    
    $
    588,827
    
    
    $
    2,592,390Professional fees
    
    
    32,946
    
    
    
    83,161
    
    
    
    74,470
    
    
    
    192,574
    
    
    
    1,123,934Research and development
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    101
    
    
    
    1,217,847Operating Loss
    
    
    274,296
    
    
    
    428,165
    
    
    
    511,221
    
    
    
    781,502
    
    
    
    4,934,171Other expense (income):Interest expense
    
    
    104,626
    
    
    
    246,165
    
    
    
    224,144
    
    
    
    472,292
    
    
    
    1,377,137Amortization of technology license
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,000Deposit forfeiture
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25,000
    )Other income
    
    
    
    
    
    
    (27,333
    )
    
    
    
    
    
    
    (32,000
    )
    
    
    (32,000
    )Interest income
    
    
    (4,439
    )
    
    
    (2,266
    )
    
    
    (8,730
    )
    
    
    (4,507
    )
    
    
    (55,655
    )100,187
    
    
    
    216,566
    
    
    
    215,414
    
    
    
    435,785
    
    
    
    1,299,482Net loss
    
    $
    374,483
    
    
    $
    644,731
    
    
    $
    726,635
    
    
    $
    1,217,287
    
    
    $
    6,233,653Basic net loss per common share
    
    $
    0.01
    
    
    $
    0.01
    
    
    $
    0.01
    
    
    $
    0.02
    
    
    $
    0.13Weighted average common shares outstanding
    
    
    68,520,692
    
    
    
    61,600,586
    
    
    
    67,438,758
    
    
    
    61,476,070
    
    
    
    49,242,976
 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
    
    
    Dec 31, 2009Balances at December 31, 2009
    
    
    66,256,824
    
    
    $
    66,257
    
    
    $
    5,911,136
    
    
    $
    (316,838
    )
    
    $
    (5,641,366
    )Discounts on Notes Payable
    
    
    
    
    
    
    
    
    
    
    113,987Issuance 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,730
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    81,018Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (726,635
    )Balances at June 30, 2010
    
    
    68,609,679
    
    
    $
    68,610
    
    
    $
    6,295,016
    
    
    $
    (340,568
    )
    
    $
    (6,368,001
    )
 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, 2004Six months ended
    
    
    (inception) toJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010Operating ActivitiesNet loss
    
    $
    (726,635
    )
    
    $
    (1,217,287
    )
    
    $
    (6,233,653
    )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
    
    
    7,730
    
    
    
    6,814
    
    
    
    55,778Amortization
    
    
    
    
    
    
    
    
    
    
    35,000Interest income
    
    
    (8,730
    )
    
    
    (4,507
    )
    
    
    (28,268
    )Amortization of discounts (interest expense) and
other financing charges
    
    
    169,605
    
    
    
    432,311
    
    
    
    1,124,081Share-based compensation expense
    
    
    81,018
    
    
    
    229,311
    
    
    
    700,860Write-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
    
    
    8,404
    
    
    
    44,973
    
    
    
    (6,501
    )Technology license
    
    
    
    
    
    
    
    
    
    
    (132,500
    )Accounts payable
    
    
    51,205
    
    
    
    5,971
    
    
    
    354,103Other assets and other liabilities
    
    
    54,088
    
    
    
    87,514
    
    
    
    243,580Accrued liabilities
    
    
    183,632
    
    
    
    43,663
    
    
    
    359,325Net cash used by operating activities
    
    
    (179,683
    )
    
    
    (371,237
    )
    
    
    (2,612,523
    )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
    )
    
    
    
    
    
    
    (32,190
    )Payments on capital lease, including interest
    
    
    (2,482
    )
    
    
    (2,524
    )
    
    
    (11,318
    )Series A Convertible Debentures, including interest
    
    
    
    
    
    
    
    
    
    
    1,424,900Issuance of Convertible Notes Payable
    
    
    340,000
    
    
    
    445,000
    
    
    
    1,905,500Payments on Note Payable
    
    
    (130,000
    )
    
    
    (44,614
    )
    
    
    (457,000
    )Sale of common stock
    
    
    
    
    
    
    
    
    
    
    25,000Net cash provided by financing activities
    
    
    196,903
    
    
    
    397,862
    
    
    
    2,854,892Net increase (decrease) in cash and cash equivalents
    
    
    17,220
    
    
    
    5,923
    
    
    
    18,132Cash and cash equivalents at beginning of period
    
    
    912
    
    
    
    96,617
    
    
    
    Cash and cash equivalents at end of period
    
    $
    18,132
    
    
    $
    102,540
    
    
    $
    18,132
  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, 2004Six months ended
    
    
    (inception) toJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010Supplemental
disclosure of cash
flow information:Cash paid for interest
    
    $
    518
    
    
    $
    2,691
    
    
    $
    10,764Supplemental
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
    
    
    $
    55,525
    
    
    $
    182,770Common stock issued for Debentures converted
    
    $
    165,550
    
    
    $
    
    
    
    $
    1,498,887Common stock and note payable issued for
acquisition of Biomass
    
    $
    
    
    
    $
    
    
    
    $
    1,501,250Common stock issued for HFTA
    
    $
    
    
    
    $
    
    
    
    $
    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
       Note 2  Recent Accounting Pronouncements
   8




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Note 3  Mergers/Acquisitions
   Note 4  Patent
   9




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




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Note 6  Debt
 June 30,
    
    
    December 31,2010
    
    
    2009Convertible Notes Payable, net of discounts of $0 and $7,137 at June 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
June 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 $121,709 and $187,880
at June 30, 2010 and December 31, 2009, respectively, which are made
up of various individual notes with an aggregate face value of $1,693,329
and $898,500 at June 30, 2010 and December 31, 2009, respectively, due
in one year from date of note, interest at 6.0%
    
    
    1,571,620
    
    
    
    710,620Convertible Note Payable, net of discounts of $24,248 and $-0- at June
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 June 30, 2010
and December 31, 2009, respectively, due in one year from date of note,
interest at 12.0%
    
    
    50,752
    
    
    
    Vertex (formerly WWT) Note Payable, net of discount of $0 and $6,558 at
June 30, 2010 and December 31, 2009, respectively, with a face value
of $73,000 and $203,000 at June 30, 2010 and December 31, 2009,
principal and interest due September 1, 2010, interest at 6.0%
    
    
    73,000
    
    
    
    196,442Series A Convertible Debentures, converted April 16, 2010, interest at 6.0%
    
    
    
    
    
    
    140,000Total debt
    
    
    1,695,372
    
    
    
    1,541,925Current maturities
    
    
    (1,695,372
    )
    
    
    (1,541,925
    )Long-term portion, less current maturities
    
    $
    
    
    
    $
    
  11




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Convertible Notes Payable
    Vertex (formerly WWT) Note Payable
   12




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Series A Convertible Debentures
    Note 7  Stockholders Equity (Deficit)
       Net Loss per share
  13




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Note 8  Related Party Transactions
       Note 9  Share-based Payments
   14




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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
    
    
    (1,600,000
    )
    
    
    0.26Options outstanding at June 30, 2010
    
    
    5,375,000
    
    
    $
    0.16
    
    
    
    (1)Options exercisable at June 30, 2010
    
    
    3,071,667
    
    
    $
    0.17
    
    
    
    (1)
 (1)
    
    The weighted-average exercise price at June 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-. Note 10  Commitments and Contingencies
 Jordan Altabet litigation
 Leases 
  15




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Note 11  Subsequent Events
     16




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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
     17




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Recent Developments
    18




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Plan of Operation
       19




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Biomass Feedstock Production
       Diesel Fuel Production
  Bio-Fuel and Bio-Chemical Joint Testing/Research
   20




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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 endedJune 30, 2010
    
    
    June 30, 2009
    
    
    ChangeGeneral and administrative
    
    $
    241,350
    
    
    $
    345,004
    
    
    $
    (103,654
    )Professional fees
    
    
    32,946
    
    
    
    83,161
    
    
    
    (50,215
    )Operating loss
    
    
    274,296
    
    
    
    428,165
    
    
    
    (153,869
    )Other expense (income):Interest expense
    
    
    104,626
    
    
    
    246,165
    
    
    
    (141,539
    )Other income
    
    
    
    
    
    
    (27,333
    )
    
    
    27,333Interest income
    
    
    (4,439
    )
    
    
    (2,266
    )
    
    
    (2,173
    )Net loss applicable to common stockholders
    
    $
    374,483
    
    
    $
    644,731
    
    
    $
    (270,248
    )
  21




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General and administrative
 Professional Fees
 Interest expense
 Other income
 Six months endedJune 30, 2010
    
    
    June 30, 2009
    
    
    ChangeGeneral and administrative
    
    $
    436,751
    
    
    $
    588,827
    
    
    $
    (152,076
    )Professional fees
    
    
    74,470
    
    
    
    192,574
    
    
    
    (118,104
    )Research and development
    
    
    
    
    
    
    101
    
    
    
    (101
    )Operating loss
    
    
    511,221
    
    
    
    781,502
    
    
    
    (270,281
    )Other expense (income):Interest expense
    
    
    224,144
    
    
    
    472,292
    
    
    
    (248,148
    )Other income
    
    
    
    
    
    
    (32,000
    )
    
    
    32,000Interest income
    
    
    (8,730
    )
    
    
    (4,507
    )
    
    
    (4,223
    )Net loss applicable to common stockholders
    
    $
    726,635
    
    
    $
    1,217,287
    
    
    $
    (490,652
    )
 General and administrative
 Professional Fees
 Interest expense
 Other income
 Liquidity and Capital Resources
   22




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Debt
 Convertible Notes Payable
     23




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Vertex (formerly WWT) Note Payable
  Series A Convertible Debentures
   Summary of Cash Flow Activity
 Six months ended June 30,2010
    
    
    2009Net cash used by operating activities
    
    $
    (179,683
    )
    
    $
    (371,237
    )Net cash used by investing activities
    
    
    
    
    
    
    (20,702
    )Net cash provided by financing activities
    
    
    196,903
    
    
    
    397,862
 Net cash used by operating activities
  Net cash used by investing activities
  Net cash provided by financing activities
   24




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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)
    
    $
    1,879,000
    
    
    $
    1,879,000
    
    
    
    
    
    
    $
    
    
    
    $
    Vertex Note (2)
    
    
    84,800
    
    
    
    84,800
    
    
    
    
    
    
    
    
    
    
    
    Capital Lease (3)
    
    
    4,100
    
    
    
    4,100
    
    
    
    
    
    
    
    
    
    
    
    Operating Lease (4)
    
    
    10,800
    
    
    
    10,800
    
    
    
    
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    1,978,700
    
    
    $
    1,978,700
    
    
    $
    
    
    
    $
    
    
    
    $
    
 (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 estimate for interest. Final payment on
this note has been extended to September 1, 2010.(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
  25




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##### Table of Contents



Changes in Internal Control Over Financial Reporting
 
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
 Jordan Altabet v. Ed Hennessey and CleanTech Biofuels, Inc.
 
 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.
   26




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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. Reserved
 
 Item 5. Other Information 
  27




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##### Table of Contents



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: August 11, 2010
    /s/ Edward P. Hennessey, Jr.Edward P. Hennessey, Jr.Chief Executive OfficerDate: August 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